Aptera Motors Corp 8-K

What Happened

• Aptera Motors Corp (SEV) announced a registered public offering on January 22, 2026 to sell an aggregate of 4,500,000 Class B common shares and 4,500,000 common stock warrants at a combined public offering price of $2.00 per share plus warrant, for gross proceeds of $9.0 million. The Common Warrants are exercisable immediately, have a five‑year term and an exercise price of $2.00 per share. The offering was sold pursuant to a Form S-1 registration statement declared effective by the SEC on January 22, 2026, and is expected to close on or about January 26, 2026. Net proceeds are expected to be approximately $8.2 million after fees and expenses.

Key Details

• Offering size and price: 4,500,000 shares + 4,500,000 warrants; $2.00 per share+accompanying warrant; gross proceeds $9.0M; estimated net proceeds ~$8.2M.
• Warrant terms: immediately exercisable, 5‑year term, $2.00 exercise price; cashless exercise only if registration/prospectus for underlying shares is not available; holder exercise limited to 4.99% (or up to 9.99% if elected) of outstanding shares to avoid large ownership jumps.
• Placement agent: A.G.P./Alliance Global Partners; fee 7.0% of gross proceeds plus reimbursement of certain expenses; placement agent also received warrants to buy 135,000 shares at $2.10 (five‑year term).
• Company restrictions: 45‑day lock-up on issuance/sale of Common Stock and securities convertible into Common Stock with certain exceptions; a prohibition on Variable Rate Transactions for 180 days (with a specified exception).

Why It Matters

• The financing provides immediate capital (net ~$8.2M) to support Aptera’s near‑term corporate needs, including vehicle validation testing, design‑for‑manufacturability, production planning, supplier engagements and long‑lead tooling ahead of planned start of production.
• For investors this means near‑term dilution risk from the newly issued shares and potential future dilution if the warrants are exercised (and from placement agent warrants). Placement agent fees reduce net proceeds, and the lock‑up and transaction restrictions may limit the company’s ability to raise additional capital or issue shares for a short period.