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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 30, 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 March 30, 2026, disclosing financial information and operating metrics
for its fiscal year ended December 31, 2025, 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 March 30, 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: |
March
30, 2026 |
By:
|
/s/
Chris Anthony |
| |
|
Name: |
Chris
Anthony |
| |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Aptera
Motors Reports Fourth Quarter and Full Year 2025 Financial Results
| ● | Reports
Q4 2025 GAAP Net Loss of $15.5 Million and Full Year Net Loss of $43.9 Million |
| ● | Calculates
Q4 2025 Adjusted Net Loss of $8.7 Million (Non-GAAP) and Full Year Adjusted Net Loss
of $18.5 Million (Non-GAAP) |
| ● | Recognized
$4.2 Million in Other Income for the Full Year, primarily from California Energy Commission
Grant |
| ● | Ended
Year with $9.6 Million in Cash and Cash Equivalents |
Carlsbad,
CA – March 30, 2026 – Aptera Motors Corp. (NASDAQ: SEV) (“Aptera” or the “Company”), a solar
mobility company advancing ultra-efficient transportation, today reported its financial results for the fourth quarter and full year
ended December 31, 2025.
“Our
fourth quarter capped a transformative year for Aptera as we transitioned to a publicly traded company and began standing up our validation
assembly line,” said Chris Anthony, Co-CEO of Aptera. “We are laser-focused on completing our durability testing and leveraging
the $17.1 million in new capital raised in early 2026 to lock in long-lead components, as we work toward our target of getting Aptera
on the road. Our goal remains simple: ensure we have the resources and manufacturing foundation to execute on our phased path to low-volume
production.”
Fourth
Quarter and Full Year 2025 Financial Highlights
(In
thousands, except per share data)
| | |
For
the Three
Months Ended
December 31,
2025 | | |
For
the Three
Months Ended
December 31,
2024 | | |
For
the
Year Ended
December 31,
2025 | | |
For
the
Year Ended
December 31,
2024 | |
| GAAP net loss | |
$ | (15,480 | ) | |
$ | (8,880 | ) | |
$ | (43,907 | ) | |
$ | (34,907 | ) |
| Adjusted net loss (Non-GAAP)* | |
$ | (8,712 | ) | |
$ | (5,321 | ) | |
$ | (18,450 | ) | |
$ | (20,141 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| GAAP net loss per share | |
$ | (0.57 | ) | |
$ | (0.38 | ) | |
$ | (1.79 | ) | |
$ | (1.52 | ) |
| Adjusted net loss per share (Non-GAAP)* | |
$ | (0.32 | ) | |
$ | (0.23 | ) | |
$ | (0.75 | ) | |
$ | (0.87 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Key Financial Data: | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
$ | 15,101 | | |
$ | 10,022 | | |
$ | 48,110 | | |
$ | 37,121 | |
| Other income (expense) | |
$ | (379 | ) | |
$ | 1,142 | | |
$ | 4,203 | | |
$ | 2,214 | |
| Cash and cash equivalents (as of period end) | |
$ | 9,608 | | |
$ | 13,160 | | |
$ | 9,608 | | |
$ | 13,160 | |
*See
“Use of Non-GAAP Financial Measures” and reconciliation table below.
Business
Update and Liquidity
The
Company’s operational focus remains on the build-out of its validation assembly line and the assembly of its validation fleet using
production-intent parts.
As
of December 31, 2025, the Company had $9.6 million in cash and cash equivalents. The Company’s Annual Report on Form 10-K for the
year ended December 31, 2025, provides a detailed update on its liquidity and capital resources.
During
the first quarter of 2026, the Company successfully raised an aggregate of approximately $17.1 million in gross proceeds, consisting
of $9.0 million from a follow-on public offering closed on January 26, 2026, and an additional $8.1 million from subsequent warrant exercises,
which included a $6.3 million warrant inducement transaction completed on March 12, 2026. The Company also maintains access to its equity
line of credit (ELOC), subject to customary conditions. Additionally, the Company’s Carlsbad assembly facility received Foreign-Trade
Zone (FTZ) designation in February 2026, and the Company secured a twelve-month lease extension for its primary facility through March
31, 2028.
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 non-cash stock-based compensation expense and public company transition costs. Public company transition
costs include legal, accounting, advisory, and other readiness expenses directly related to the Company’s transition to a publicly
traded entity. 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 specific transitional costs that do 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
December 31,
2025 | | |
For
the Three
Months Ended
December 31,
2024 | | |
For
the
Year Ended
December 31,
2025 | | |
For
the
Year Ended
December 31,
2024 | |
| GAAP Net Loss | |
$ | (15,480 | ) | |
$ | (8,880 | ) | |
$ | (43,907 | ) | |
$ | (34,907 | ) |
| Public company transition costs | |
| 717 | | |
| - | | |
| 1,144 | | |
| - | |
| Add: stock-based compensation (G&A) | |
| 4,536 | | |
| 3,032 | | |
| 16,922 | | |
| 11,302 | |
| Add: stock-based compensation
(R&D) | |
| 1,515 | | |
| 527 | | |
| 7,391 | | |
| 3,464 | |
| Non-GAAP adjusted net
loss | |
$ | (8,712 | ) | |
$ | (5,321 | ) | |
$ | (18,450 | ) | |
$ | (20,141 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-Average Shares Outstanding | |
| 27,372,040 | | |
| 23,319,388 | | |
| 24,492,781 | | |
| 23,036,809 | |
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, timing of component deliveries, anticipated commencement of assembly, future production, manufacturing scale-up, our
expected capital needs and financing plans, our ability to access and utilize our equity line of credit, the anticipated benefits of
our facility improvements and Foreign-Trade Zone designation, our path to low-volume production 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” 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, and other risks described in our Annual Report on Form 10-K for the
year ended December 31, 2025, 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
