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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May
13, 2026
APTERA
MOTORS CORP.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42884 |
|
83-4079594 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 5818
El Camino Real |
|
|
|
|
| Carlsbad,
California |
|
|
|
92008 |
| (Address
of Principal Executive Offices) |
|
|
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (858)
371-3151
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
B Common Stock, par value $0.0001 per share |
|
SEV |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
Aptera
Motors Corp. (the “Company”) issued a press release on May 13, 2026, disclosing financial information and operating metrics
for its fiscal quarter ended March 31, 2026, and discussing its business outlook. A copy of the Company’s press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
See
“Item 2.02 Results of Operations and Financial Condition” above.
The
information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set
forth by a specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with
this report:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release issued by Aptera Motors Corp. dated May 13, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
Aptera
Motors Corp. |
| |
|
|
| Date:
May 13, 2026 |
By:
|
/s/
Chris Anthony |
| |
Name: |
Chris
Anthony |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Aptera
Motors Reports First Quarter 2026 Financial Results
| ● | Reports
Q1 2026 GAAP Net Loss of $10.2 Million |
| ● | Calculates
Q1 2026 Adjusted Net Loss of $6.2 Million (Non-GAAP) |
| ● | Secured
$17.1 Million in New Capital and Ended Quarter with $17.7 Million in Cash and Cash Equivalents |
| ● | Drove
First Five Validation Vehicles Off the Low-Volume Validation Assembly Line in Carlsbad |
| ● | Grew
Total Active Headcount Approximately 54% Year-over-Year to 57 Employees, Reflecting Continued
Engineering Build-Out |
| ● | Resolved
Zaptera Litigation, Dismissing All Claims with Prejudice |
CARLSBAD,
Calif., May 13, 2026 (GLOBE NEWSWIRE) — Aptera Motors Corp. (NASDAQ: SEV) (“Aptera” or the
“Company”), a solar mobility company advancing ultra-efficient transportation, today reported its financial results for the
first quarter ended March 31, 2026.
“The
first quarter of 2026 reflected the disciplined execution and steady operational progress that have defined our journey toward production,”
said Chris Anthony, Co-CEO of Aptera. “We strengthened our balance sheet with over $17 million in new capital, scaled our engineering
organization, and resolved legacy litigation. Each dollar of liquidity continues to be deployed directly into the procurement of critical
long-lead components, safety testing, and final engineering — the building blocks that move Aptera closer to its first customer
deliveries.”
First
Quarter 2026 Financial Highlights
(In
thousands, except per share data)
| | |
For the Three Months Ended March 31, 2026 | | |
For the Three Months Ended March 31, 2025 | |
| GAAP net loss | |
$ | (10,194 | ) | |
$ | (10,867 | ) |
| Adjusted net loss (Non-GAAP)* | |
$ | (6,192 | ) | |
$ | (4,792 | ) |
| | |
| | | |
| | |
| GAAP net loss per share | |
$ | (0.32 | ) | |
$ | (0.46 | ) |
| Adjusted net loss per share (Non-GAAP)* | |
$ | (0.19 | ) | |
$ | (0.20 | ) |
| | |
| | | |
| | |
| Key Financial Data: | |
| | | |
| | |
| Operating expenses | |
$ | 10,332 | | |
$ | 11,162 | |
| Other income, net | |
$ | 138 | | |
$ | 295 | |
| Cash and cash equivalents (as of period end) | |
$ | 17,721 | | |
$ | 10,746 | |
*See
“Use of Non-GAAP Financial Measures” and reconciliation table below.
Business
Update
Subsequent
to quarter-end, the Company drove the first five validation vehicles off its low-volume validation assembly line in Carlsbad, as detailed
in the Company’s announcement on May 12, 2026.
During
the first quarter of 2026, the Company strategically deployed capital toward the procurement of critical long-lead components, materials,
and supplies necessary to advance vehicle validation and production readiness. The Company also continued to scale its organization in
support of the production-readiness program, growing total active headcount to 57 employees as of March 31, 2026, from 37 employees as
of March 31, 2025, an increase of approximately 54%. The Engineering organization accounted for the substantial majority of net additions,
including a tripling of hourly Engineering roles supporting hands-on vehicle build and assembly activities. As of March 31, 2026, the
Company had approximately 49,000 reservation holders for its first vehicle.
Liquidity
During
the first quarter of 2026, the Company raised approximately $17.1 million in gross proceeds from a follow-on public offering and warrant
exercises. The Company also maintains access to its equity line of credit (ELOC), subject to customary conditions. As of March 31, 2026,
the Company had $17.7 million in cash and cash equivalents. Additional details regarding the Company’s first-quarter financing
activities are provided in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
In
April 2026, the Company resolved its previously disclosed litigation with Zaptera USA, Inc. through a non-cash settlement valued at approximately
$0.6 million. All related claims were dismissed with prejudice. Additional information regarding the settlement is included in the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Use
of Non-GAAP Financial Measures
This
press release includes Adjusted Net Loss and Adjusted Net Loss Per Share, which are non-GAAP financial measures. We define Adjusted Net
Loss as GAAP net loss, excluding (i) non-cash stock-based compensation expense and (ii) the litigation settlement charge related to the
Company’s previously disclosed litigation with Zaptera USA, Inc., which was settled and dismissed with prejudice in April 2026.
We believe that these non-GAAP measures, when viewed in conjunction with our GAAP results, provide a more complete understanding of our
core operating performance and trends, as these adjustments remove non-cash expenses and a discrete, non-recurring charge related to
a legacy matter that does not reflect our ongoing operations.
These
non-GAAP measures are presented in addition to, and not as a substitute for, GAAP results. Non-GAAP measures have material limitations
and may not be comparable to similarly titled measures of other companies. We encourage investors to review these measures together with
our GAAP results and the reconciliations provided.
(Unaudited)
Reconciliation of GAAP Net Loss to Non-GAAP Adjusted Net Loss
(In
thousands, except share amounts)
| | |
For the Three Months Ended March 31, 2026 | | |
For the Three Months Ended March 31, 2025 | |
| GAAP Net Loss | |
$ | (10,194 | ) | |
$ | (10,867 | ) |
| Add: stock-based compensation (G&A) | |
| 1,340 | | |
| 5,287 | |
| Add: stock-based compensation (R&D) | |
| 2,016 | | |
| 788 | |
| Add: Zaptera litigation settlement charge | |
| 646 | | |
| — | |
| Non-GAAP adjusted net loss | |
$ | (6,192 | ) | |
$ | (4,792 | ) |
| | |
| | | |
| | |
| Weighted-Average Shares Outstanding | |
| 32,145,836 | | |
| 23,377,204 | |
About
Aptera Motors Corp.
Aptera
Motors Corp. (Nasdaq: SEV) is a solar mobility company driven by a mission to advance the future of efficient transportation. Its flagship
vehicle is conceived to be a paradigm-shifting solar electric vehicle that leverages breakthroughs in aerodynamics, material science,
and solar technology to pursue new levels of efficiency. As a public benefit corporation, Aptera is committed to building a sustainable
business that positively impacts its stakeholders and the environment. Aptera is headquartered in Carlsbad, California. For more information,
please visit www.aptera.us.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our plans and expectations for
validation builds, the expansion of our validation fleet and testing program, timing of component deliveries, anticipated commencement
of assembly, future production, manufacturing and assembly scale-up, our expected capital needs and financing plans, the potential exercise
of outstanding warrants, our ability to access and utilize our equity line of credit, our path to low-volume production, the timing and
scope of customer deliveries, and our overall business strategy and outlook. These forward-looking statements are made as of the date
they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions
of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,”
“target,” “project,” “goals,” “estimate,” “potential,” “predict,”
“may,” “will,” “might,” “could,” “intend,” “shall,” “continue,”
“advancing,” “scaling” and variations of these terms or the negative of these terms and similar expressions are
intended to identify these forward-looking statements.
Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Aptera’s
control. These risks include, among others, supply chain delays and disruptions; our ability to hire key personnel; the feasibility and
timing of scaling our manufacturing processes; the availability and timing of required capital, and market conditions affecting financing;
regulatory approvals and compliance; our ability to continue as a going concern absent additional financing; our ability to access capital
under our equity line of credit and other sources on acceptable terms and timing; our dependence on successful validation builds and
timely component deliveries to achieve any production milestones; the previously disclosed material weaknesses in our internal control
over financial reporting and the timing and cost of remediation; the ongoing SEC investigation; and other risks described in our Annual
Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and
our other filings with the Securities and Exchange Commission. The forward-looking statements included in this press release represent
Aptera’s views as of the date of this press release. Aptera anticipates that subsequent events and developments will cause its
views to change. Aptera undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. These forward-looking statements should not be relied upon as representing Aptera’s views as of any
date subsequent to the date of this press release.
Contacts
Investor
Relations:
Aptera
Motors Corp.
ir@aptera.us
Media
Contact:
media@aptera.us
