Aptera Motors Corp 8-K

What Happened

• On March 12, 2026, Aptera Motors Corp. (SEV) entered a Warrant Inducement Agreement under which holders agreed to cash-exercise existing warrants to buy up to 3,167,500 shares of Class B common stock at $2.00 per share, providing the company approximately $6.34 million in gross proceeds.
• In exchange, Aptera will issue inducement warrants to those holders to buy up to 4,751,250 shares (150% of the shares issued on exercise). The inducement warrants are exercisable immediately at $3.50 per share and expire five years after issuance.
• The company engaged A.G.P./Alliance Global Partners as financial advisor and will pay a fee equal to 6% of gross proceeds and reimburse up to $25,000 in legal expenses. Aptera will register the resale of the inducement-warrant shares and has agreed to file a resale registration within 10 days of its 2025 Form 10-K filing date and use commercially reasonable efforts to have it effective within 60 days thereafter.

Key Details

• Existing warrants exercised: up to 3,167,500 shares at $2.00 each → ~ $6.34 million gross proceeds.
• New inducement warrants: up to 4,751,250 shares (150% of exercised shares), $3.50 exercise price, immediately exercisable, 5-year term.
• Registration plan: Company will file resale registration within 10 days of its 2025 Form 10-K filing date and aim for effectiveness within 60 days; inducement warrants were issued under Section 4(a)(2) (unregistered).
• Lock-up: For 30 days after effectiveness of the resale registration, Aptera generally may not issue or announce issuance of common stock or equivalents, subject to customary exceptions.

Why It Matters

• Liquidity: The immediate cash exercise brings roughly $6.34M to Aptera, which can be used for operations or capital needs.
• Potential dilution: If the inducement warrants are exercised, up to 4.75 million additional shares could be issued, which would dilute existing shareholders unless offset by buybacks or other actions.
• Registration and marketability: The company plans to register the resale of inducement-warrant shares so holders can sell those shares publicly once the registration is effective; until then the inducement warrants and underlying shares are unregistered.
• Fees and timing: Advisory fees (6% of gross proceeds) and the registration timeline affect net proceeds and when holders can freely trade, both relevant to investors monitoring capitalization and share supply.