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Form 8-K

sec.gov

8-K — Aptera Motors Corp

Accession: 0001493152-26-013585

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001786471

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

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