false
0001786471
0001786471
2026-04-08
2026-04-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 8, 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
3.02 Unregistered Sales of Equity Securities.
On
April 8, 2026, Aptera Motors Corp. (the “Company”) entered into a settlement agreement and release with Zaptera USA,
Inc. (“Zaptera”) (the “Settlement”). In connection with and as consideration for the Settlement,
pursuant to an equity issuance agreement, on April 8, 2026, the Company agreed to issue to Zaptera 105,000 shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Shares”), and warrants to purchase up to 210,000 shares of
Class B common stock (the “Warrants”). The Warrants have an exercise price equal to $2.78. The issuance of the Shares
and Warrants was made in a transaction exempt from registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).
Item
7.01 Regulation FD Disclosure.
On
April 14, 2026, the Company issued a press release announcing the resolution of the litigation. 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.
The
information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished
to the Securities and Exchange Commission (the “SEC”), 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 or the Securities Exchange Act of 1934, except as shall be expressly
set forth by a specific reference in such filing.
Item
8.01. Other Events.
As
previously disclosed in certain of the Company’s filings with the SEC, in August 2024, Zaptera filed a complaint against
the Company in the U.S. District Court for the Southern District of California, which was amended in February 2025. In June 2025, the
Court dismissed a subset of claims and Zaptera filed a Second Amended Complaint on June 26, 2025. The Second Amended Complaint asserted
certain claims against the Company and a group of individuals associated with the Company (collectively, the “Action”).
On
April 9, 2026, through a joint stipulation of the parties filed with the U.S. District Court for the Southern District of California,
all claims in the Action were dismissed with prejudice. In connection with the resolution of the Action, the Company agreed to the issuance
of equity consideration as discussed above.
Item
9.01 Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated April 14, 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:
April 14, 2026 |
|
|
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Aptera
Motors Resolves Legal Matter with Zaptera USA, Inc.
Carlsbad,
CA — April 14, 2026 — Aptera Motors Corp. (NASDAQ: SEV), a solar mobility company advancing ultra-efficient transportation,
and Zaptera USA, Inc. (“Zaptera”) have resolved litigation originally filed by Zaptera in 2024. Zaptera has dismissed all
claims with prejudice and without right of appeal, with each party to bear its own costs and attorney fees.
Chris
Anthony, Co-CEO of Aptera, said: “Resolving this matter allows us to move forward with clarity and focus as we continue advancing
our mission. Our team remains committed to delivering solar mobility to the world and accelerating the transition to more efficient,
sustainable transportation. With this unnecessary distraction behind us, we continue to focus bringing our vehicle to market and scaling
our impact.”
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. 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, future production, manufacturing and assembly scale-up, our plans after the settlement with Zaptera, and the settlement’s
expected impact on our operations and focus.. 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, the possibility that the settlement may not achieve the anticipated benefits, supply
chain delays and disruptions; our ability to hire key personnel; the feasibility and timing of scaling our assembly and integration 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, and other risks described in our 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 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
