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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): August 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
2.02 Results of Operations and Financial Condition.
Aptera
Motors Corp. (the “Company”) issued a press release on August 12, 2026, disclosing financial information and operating metrics
for its fiscal quarter ended June 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 August 12, 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: August 12, 2026 |
By: |
/s/ Chris
Anthony |
| |
Name: |
Chris Anthony |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Aptera
Motors Reports Second Quarter and First Half 2026 Financial Results
August
12, 2026
| ● | Reports
Q2 2026 GAAP Net Loss of $10.9 Million and First Half 2026 GAAP Net Loss of $21.1 Million |
| ● | Calculates
Q2 2026 Adjusted Net Loss of $7.2 Million and First Half 2026 Adjusted Net Loss of $13.4
Million (Non-GAAP) |
| ● | Ended
Quarter with $10.1 Million in Cash and Cash Equivalents; Raised an Additional $6.0 Million
in Gross Proceeds Subsequent to Quarter-End in a Warrant Inducement Transaction |
| ● | Received
EPA Certificate of Conformity for the 2026 Launch Edition and Ordered Bodies and Chassis
for the First 40 Production Vehicles Subsequent to Quarter-End |
| ● | Raised
Approximately $24.6 Million in Gross Capital Year-to-Date Through Public Offering, Warrant
Inducements and Equity Line of Credit |
CARLSBAD,
Calif., August 12, 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
second quarter and six months ended June 30, 2026.
“The
second quarter marked a meaningful operational inflection as we placed orders for important components of our first 40 production vehicles
and continued to advance the validation vehicle program that will support the transition to low-volume production. We remained disciplined
on the administrative side of the business — reducing general and administrative expense year-over-year — while materially
stepping up our investment in engineering, vehicle validation, and production readiness. Every incremental dollar of cash is going into
the building blocks that move Aptera closer to its first customer deliveries,” said Chris Anthony, Co-CEO of Aptera. “
Second
Quarter and First Half 2026 Financial Highlights
(In
thousands, except per share data)
| | |
For the Three Months Ended June 30, | | |
For the Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| GAAP net loss | |
$ | (10,884 | ) | |
$ | (12,071 | ) | |
$ | (21,079 | ) | |
$ | (22,938 | ) |
| Adjusted net loss (Non-GAAP)* | |
$ | (7,184 | ) | |
$ | (2,361 | ) | |
$ | (13,377 | ) | |
$ | (7,152 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share, basic and diluted | |
$ | (0.30 | ) | |
$ | (0.52 | ) | |
$ | (0.61 | ) | |
$ | (0.98 | ) |
| Adjusted net loss per share, basic and diluted (Non-GAAP)* | |
$ | (0.20 | ) | |
$ | (0.10 | ) | |
$ | (0.39 | ) | |
$ | (0.31 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Key Financial Data: | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
$ | 11,163 | | |
$ | 13,904 | | |
$ | 21,495 | | |
$ | 25,067 | |
| Other income, net | |
$ | 279 | | |
$ | 1,833 | | |
$ | 416 | | |
$ | 2,129 | |
*See
“Use of Non-GAAP Financial Measures” and reconciliation table below.
Business
Update
On
June 18, 2026, the Company received a Certificate of Conformity from the U.S. Environmental Protection Agency for its 2026 Launch Edition,
satisfying one of the two primary federal certifications required to legally sell the vehicle in the United States. The Company publicly
announced this milestone on July 7, 2026.
Subsequent
to quarter-end, on July 14, 2026, the Company announced a partnership with RepairPal, the largest trusted network of certified auto repair
shops in the United States, to establish nationwide service coverage for future Aptera owners. On August 4, 2026, the Company issued
purchase orders for the bodies and chassis for its first 40 production vehicles, marking a significant step in the transition from validation
to production.
As
of the date of this release, the Company had approximately 50,000 reservation holders for its first vehicle.
Liquidity
As
of June 30, 2026, the Company had $10.1 million in cash and cash equivalents and continues to maintain access to its equity line of credit
(ELOC), subject to customary conditions. Subsequent to quarter end, the Company raised approximately $6.0 million in gross proceeds in
a warrant inducement transaction. The Company estimates that an additional $40 million to $45 million is required to fund the initial
low-volume production phase. 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 June 30, 2026.
During
2026 through the date of this release, the Company raised approximately $24.6 million in aggregate gross proceeds — $9.0 million
from a follow-on public offering, $14.1 million from warrant inducements and other exercises, and $1.5 million from sales under the ELOC.
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 June 30, | | |
For the Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| GAAP Net Loss | |
$ | (10,884 | ) | |
$ | (12,071 | ) | |
$ | (21,079 | ) | |
$ | (22,938 | ) |
| Add: stock-based compensation (G&A) | |
| 2,295 | | |
| 5,896 | | |
| 3,636 | | |
| 11,167 | |
| Add: stock-based compensation (R&D) | |
| 1,405 | | |
| 3,814 | | |
| 3,420 | | |
| 4,619 | |
| Add: Zaptera litigation settlement charge | |
| — | | |
| — | | |
| 646 | | |
| — | |
| Non-GAAP adjusted net loss | |
$ | (7,184 | ) | |
$ | (2,361 | ) | |
$ | (13,377 | ) | |
$ | (7,152 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-Average Shares Outstanding | |
| 36,843,558 | | |
| 23,412,769 | | |
| 34,507,674 | | |
| 23,422,208 | |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share, basic and diluted | |
$ | (0.30 | ) | |
$ | (0.52 | ) | |
$ | (0.61 | ) | |
$ | (0.98 | ) |
| Non-GAAP adjusted net loss per share, basic and diluted | |
$ | (0.20 | ) | |
$ | (0.10 | ) | |
$ | (0.39 | ) | |
$ | (0.31 | ) |
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 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;
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 June 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. 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