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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): November 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 November 13, 2026, disclosing financial information and operating
metrics for its fiscal quarter ended September 30, 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 November 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:
November 13, 2026 |
By:
|
/s/
Tom DaPolito |
| |
Name: |
Tom
DaPolito |
| |
Title: |
Interim
Chief Financial Officer |
Exhibit
99.1
Aptera
Motors Reports Third Quarter and First Nine Months 2026 Financial Results
November
13, 2026
| ● | Reports
Q3 2026 GAAP Net Loss of $14.0 Million and First Nine Months 2026 GAAP Net Loss of $35.0
Million |
| ● | Reports
Q3 2026 Adjusted Net Loss of $10.2 Million and First Nine Months 2026 Adjusted Net Loss of
$23.5 Million (Non-GAAP) |
| ● | Ended
Quarter with $9.2 Million in Cash and Cash Equivalents; Raised Approximately $6.0 Million
in Gross Proceeds During the Quarter in a Warrant Inducement Transaction |
| ● | Issued
Purchase Orders for Bodies and Chassis for Initial Production Vehicles and Entered into a
Strategic Partnership Agreement with Shanghai Launch Automotive Technology |
| ● | Raised
Approximately $23.1 Million in Gross Proceeds in the First Nine Months of 2026 Through a
Public Offering and Warrant Inducements and Exercises, Plus Approximately $2.3 Million in
Net Proceeds Under the Equity Line of Credit |
CARLSBAD,
Calif., November 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 third quarter and nine
months ended September 30, 2026.
“In
the third quarter we started the process of procuring parts for our first production vehicles. We also entered into a strategic partnership
with Launch to support manufacturing and contract engineering, which we believe has helped lower our estimated capital needs to reach
start of production and, most importantly, the capital we estimate is required to reach a production rate at which we believe we could
fund ongoing operations from vehicle sales. Research and development spending more than doubled from the prior-year quarter as we directed
our resources to vehicle validation and production readiness,” said Chris Anthony, Co-CEO of Aptera.
Third
Quarter and First Nine Months 2026 Financial Highlights
(In
thousands, except per share data)
| | |
For the Three Months Ended
September 30, | | |
For the Nine Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| GAAP net loss | |
$ | (13,968 | ) | |
$ | (5,489 | ) | |
$ | (35,046 | ) | |
$ | (28,427 | ) |
| Adjusted net loss (Non-GAAP)* | |
$ | (10,171 | ) | |
$ | (3,013 | ) | |
$ | (23,547 | ) | |
$ | (10,165 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share, basic and diluted | |
$ | (0.35 | ) | |
$ | (0.23 | ) | |
$ | (0.96 | ) | |
$ | (1.21 | ) |
| Adjusted net loss per share, basic and diluted (Non-GAAP)* | |
$ | (0.25 | ) | |
$ | (0.13 | ) | |
$ | (0.65 | ) | |
$ | (0.43 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Key Financial Data: | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
$ | 13,650 | | |
$ | 7,942 | | |
$ | 35,146 | | |
$ | 33,009 | |
| Other income (expense), net | |
$ | (318 | ) | |
$ | 2,453 | | |
$ | 100 | | |
$ | 4,582 | |
*See
“Use of Non-GAAP Financial Measures” and reconciliation table below.
Business
Update
During
the third quarter of 2026, the Company announced a partnership with RepairPal to provide certified service for its customers nationwide,
and TÜV Rheinland independently measured more than 4 kilowatt-hours of usable solar energy delivered to the vehicle’s battery
on each of three test days. In August 2026, the Company ordered major parts for its initial production vehicles.
In
August 2026, the Company entered into a Strategic Partnership Agreement with Shanghai Launch Automotive Technology Co., Ltd. (“Launch”),
under which Launch will serve as a manufacturing and contract-engineering partner and perform manufacturing, engineering, tooling, testing,
and related work. The agreement covers up to RMB 300 million in services, two-thirds payable in cash and one-third through warrants to
purchase Class B Common Stock. The Company plans to begin building and delivering production vehicles as soon as practicable, subject
to timely financing and regulatory approvals.
As
of September 30, 2026, the Company had more than 49,000 reservations for its vehicle.
Liquidity
As
of September 30, 2026, the Company had $9.2 million in cash and cash equivalents, including $4.1 million of refundable reservation fees
collected from reservation holders.
During
the first nine months of 2026, the Company raised approximately $23.1 million in gross proceeds through a public offering and warrant
inducements and exercises, plus approximately $2.3 million in net proceeds under its equity line of credit. Since quarter end, the Company
has raised approximately $6.0 million in gross proceeds through a registered direct offering and concurrent private placement, and approximately
$0.6 million in net proceeds under its equity line of credit and at-the-market facility. The Company currently estimates it will need
approximately $25 million to reach start of series production, including certain tooling and equipment, and approximately $65 million
in total to reach a production rate of 500 vehicles per month, subject to obtaining timely financing on acceptable terms, supplier performance
and regulatory approvals. The Company intends to use the net proceeds from the November 2026 registered direct offering toward these
requirements.
The
Company’s existing cash is not sufficient to fund its operations for the next twelve months, and substantial doubt about its ability
to continue as a going concern has not been alleviated. Additional details regarding the Company’s going concern assessment are
provided in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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
the settlement of the Zaptera litigation.
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
September 30, | | |
For the Nine Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| GAAP Net Loss | |
$ | (13,968 | ) | |
$ | (5,489 | ) | |
$ | (35,046 | ) | |
$ | (28,427 | ) |
| Add: stock-based compensation (G&A) | |
| 1,900 | | |
| 1,099 | | |
| 5,535 | | |
| 12,386 | |
| Add: stock-based compensation (R&D) | |
| 1,897 | | |
| 1,377 | | |
| 5,318 | | |
| 5,876 | |
| Add: Zaptera litigation settlement charge | |
| — | | |
| — | | |
| 646 | | |
| — | |
| Non-GAAP adjusted net loss | |
$ | (10,171 | ) | |
$ | (3,013 | ) | |
$ | (23,547 | ) | |
$ | (10,165 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-Average Shares Outstanding | |
| 40,238,995 | | |
| 23,609,592 | | |
| 36,439,109 | | |
| 23,485,359 | |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share, basic and diluted | |
$ | (0.35 | ) | |
$ | (0.23 | ) | |
$ | (0.96 | ) | |
$ | (1.21 | ) |
| Non-GAAP adjusted net loss per share, basic and diluted | |
$ | (0.25 | ) | |
$ | (0.13 | ) | |
$ | (0.65 | ) | |
$ | (0.43 | ) |
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 estimated capital requirements, our expected capital needs and
financing plans, the potential exercise of outstanding warrants, our ability to access and utilize our equity line of credit and at-the-market
program, the anticipated benefits of our Strategic Partnership Agreement with Launch, 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 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,”
“plan,” “seek,” “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; changes in trade policies, including tariffs; our ability
to hire key personnel; the possibility that reservations may be cancelled or otherwise not result in binding purchase orders; 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, including compliance with Federal Motor Vehicle Safety Standards; our ability to continue as a going
concern absent additional financing; our ability to access capital under our equity line of credit, our at-the-market offering program
and other sources on acceptable terms and timing; our reliance on Launch, a manufacturing and contract-engineering partner located in
the People’s Republic of China, and the related cross-border, regulatory and currency risks; dilution resulting from the issuance
and exercise of warrants, including warrants issued to Launch; 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 September 30, 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, except as required by law. 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
