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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): March 12, 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 1.01 Entry into a Material Definitive
Agreement.
On March 12, 2026, Aptera
Motors Corp., a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the “Inducement Agreement”)
with holders (the “Holders”) of certain existing warrants (the “Existing Warrants”) to purchase shares of Class
B common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Pursuant to the Inducement Agreement, the
Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, that the Holders would cash exercise
(i) warrants to purchase up to 3,167,500 shares of our Common Stock at the current exercise price per share of $2.00, previously issued
in January 2026 (the “Existing Warrants”). The Company will receive aggregate gross proceeds of approximately $6.34 million
from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by the Company.
In consideration of the Holders’
agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company agreed to issue to the Holders new
warrants (the “Inducement Warrants”) to purchase up to 4,751,250 shares of Common Stock, which is equal to 150% of the number
of shares of Common Stock issued upon exercise of the Existing Warrants (the “Inducement Warrant Shares”).
The Inducement Warrants will
have an exercise price of $3.50 per share, will be exercisable immediately and will expire on the five-year anniversary of their issuance
date. The Company has agreed to file a registration statement within ten days of the date of the filing of its Annual Report on Form 10-K
for the fiscal year ended December 31, 2025 (the “10-K Filing Date”), to register the resale of the Inducement Warrant Shares
(the “Resale Registration Statement”) and to use commercially reasonably efforts to cause such registration statement to become
effective within 60 days following the 10-K Filing Date.
The Company engaged A.G.P./Alliance
Global Partners (“A.G.P.”) to act as Financial Advisor in connection with the transactions summarized above and will pay A.G.P.
a fee equal to 6% of the gross proceeds raised in the transaction and reimburse A.G.P. for legal expenses incurred in connection with
the transaction not to exceed $25,000.
Pursuant to the Inducement
Agreement, for a period of 30 days following the date of effectiveness of the Resale Registration Statement registering the Inducement
Warrant Shares, the Company may not (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any
shares of common stock or common stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto, except
for (a) any prospectus or prospectus supplements, or (b) a registration statement on Form S-8 related to employee benefit plans. These
restrictions are subject to customary exceptions for “Exempt Issuances.”
The Existing Warrants and
the underlying shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-292655),
filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on
January 20, 2026, which was declared effective on January 22, 2026.
The foregoing descriptions
of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their entirety by reference
to the full text of the forms of Inducement Agreement and Inducement Warrants, which are filed as Exhibits 10.1 and 4.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued the Inducement
Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). The issuance
of neither the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities Act, and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any
applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference
herein.
Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 7.01 Regulation FD Disclosure.
On March 12, 2026, the Company
issued a press release announcing the warrant inducement transaction. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Inducement Warrant |
| 10.1 |
|
Form of Inducement Agreement |
| 99.1 |
|
Press Release, dated March 12, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto
duly authorized.
| |
Aptera
Motors Corp. |
| |
|
|
| |
By:
|
/s/
Chris Anthony |
| |
Name: |
Chris
Anthony |
| |
Title: |
Co-Chief
Executive Officer |
| |
|
|
| Date: March 12, 2026 |
|
|
Exhibit 99.1
Aptera
Motors Announces a Warrant Inducement Transaction for $6.3 Million in Gross Proceeds
CARLSBAD,
Calif. – March 12, 2026 – Aptera Motors Corp. (NASDAQ: SEV) (the “Company” or “Aptera”), a solar
mobility company advancing ultra-efficient transportation, today announced the immediate exercise of warrants, previously issued in January
2026, to purchase up to 3,167,500 shares of its Class B Common Stock pursuant to their existing terms for gross cash proceeds of approximately
$6.3 million before deducting financial advisor fees and other transaction expenses.
In
consideration for the immediate cash exercise of the existing warrants, the Company has agreed to issue new, unregistered warrants to
purchase up to 4,751,250 shares of Class B Common Stock (the “New Warrants”). The New Warrants will have an exercise price
of $3.50 per share, are immediately exercisable and will expire five years from the date of issuance. The closing of this transaction
is expected to occur on or about March 13, 2026, subject to the satisfaction of customary closing conditions.
Combined
with additional recent warrant exercises, the Company has received aggregate gross cash proceeds of approximately $8.1 million.
A.G.P./Alliance
Global Partners is acting as the exclusive financial advisor to the Company in connection with the transaction.
The
Company intends to use the net proceeds from the transaction for working capital, general corporate purposes, and the continued advancement
of its validation vehicle manufacturing and testing phases.
The
New Warrants and the shares of Class B Common Stock issuable upon exercise of the New Warrants described above are being offered in a
private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation
D promulgated thereunder, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the
New Warrants and the underlying shares of Class B Common Stock may not be offered or sold in the United States absent registration with
the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company
has agreed to file a registration statement with the SEC covering the resale of the shares of Class B Common Stock issuable upon exercise
of the New Warrants.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About
Aptera Motors
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.
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 the satisfaction of customary closing
conditions related to the offering and uncertainties related to the closing and use of proceeds from the offering. 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” 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. Aptera’s actual results could differ materially from those stated or implied in forward-looking statements due to a number
of factors, including but not limited to, risks detailed in Aptera’s Registration Statement on Form S-1 filed with the SEC on January
9, 2026, as amended on January 20, 2026, as well as other documents that may be filed by Aptera from time to time with the SEC. 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 intention or 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.
Media
Contact:
Media@aptera.us
Investor
Relations:
Aptera
Motors Corp.
ir@aptera.us
