Aptera Motors Corp 8-K

What Happened
Aptera Motors Corp. announced a settlement with Zaptera USA, Inc. and, as consideration, agreed on April 8, 2026 to issue 105,000 shares of Class B common stock and warrants to purchase up to 210,000 Class B shares (exercise price $2.78). The Company disclosed the issuance was made in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. The next day, April 9, 2026, the parties filed a joint stipulation dismissing all claims in the related federal litigation with prejudice; Aptera issued a press release on April 14, 2026 announcing the resolution.

Key Details

• Issuance date: April 8, 2026.
• Equity issued: 105,000 shares of Class B common stock (par value $0.0001).
• Warrants: rights to purchase up to 210,000 Class B shares at $2.78 per share.
• Transaction exempt from registration under Section 4(a)(2) of the Securities Act.
• Litigation: Zaptera’s claims were dismissed with prejudice by joint stipulation filed April 9, 2026; press release dated April 14, 2026 (Exhibit 99.1).

Why It Matters
This resolves a pending lawsuit and removes related legal uncertainty for Aptera and its management. For investors, the immediate implications are: (1) the Company issued equity and potential future shares via warrants, which could dilute existing holders if the warrants are exercised; and (2) if warrants are exercised, Aptera would receive cash equal to the exercise price ($2.78 per share). The filing shows the settlement was handled via private equity issuance rather than cash payment, and the dismissal with prejudice prevents the same claims from being refiled.