Form 8-K

8-K — Aptera Motors Corp

Accession: 0001493152-26-033058

Filed: 2026-07-13

Period: 2026-07-10

CIK: 0001786471

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001786471

2026-07-10

iso4217:USD

xbrli:shares

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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): July 10, 2026

APTERA

MOTORS CORP.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-42884

83-4079594

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

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 ☒

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

1.01 Entry into a Material Definitive Agreement.

July 10, 2026, Aptera Motors Corp., a Delaware corporation (the “Company”), entered into a Warrant Inducement Agreement (the

“Inducement Agreement”) with holders (the “Holders”) of certain existing warrants (the “Existing Warrants”)

to purchase shares of Class B common stock, par value $0.0001 per share (the “Common Stock”), of the Company. Pursuant to

the Inducement Agreement, the Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, that the

Holders would cash exercise (i) warrants to purchase up to 2,880,000 shares of our Common Stock at a reduced exercise price per

share of $2.07, previously issued in March 2026 (the “Existing Warrants”). The Company will receive aggregate gross proceeds

of approximately $5.96 million from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses

payable by the Company.

consideration of the Holders’ agreement to exercise the Existing Warrants in accordance with the Inducement Agreement, the Company

agreed to issue to the Holders new warrants (the “Inducement Warrants”) to purchase up to 4,320,000 shares of Common

Stock, which is equal to 150% of the number of shares of Common Stock issued upon exercise of the Existing Warrants (the “Inducement

Warrant Shares”).

The

Inducement Warrants will have an exercise price of $2.25 per share, will be exercisable on January 13, 2027 and will expire on January

13, 2032. The Company has agreed to file a registration statement by August 12, 2026 (the “Filing Date”), to register

the resale of the Inducement Warrant Shares (the “Resale Registration Statement”) and to use commercially reasonably efforts

to cause such registration statement to become effective within 60 days following the Filing Date.

The

Company engaged A.G.P./Alliance Global Partners (“A.G.P.”) to act as Financial Advisor in connection with the transactions

summarized above and will pay A.G.P. a fee equal to 6% of the gross proceeds raised in the transaction and reimburse A.G.P. for legal

expenses incurred in connection with the transaction not to exceed $25,000.

Pursuant

to the Inducement Agreement, during the period ending August 12, 2026, the Company may not (i) issue, enter into any agreement to issue,

or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or (ii) file any registration

statement or any amendment or supplement thereto, except for (a) any prospectus or prospectus supplements, or (b) a registration statement

on Form S-8 related to employee benefit plans. These restrictions are subject to customary exceptions for “Exempt Issuances.”

The

Existing Warrants and the underlying shares of Common Stock were registered pursuant to the Company’s Registration Statement on

Form S-1, as amended (File No. 333-294942), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended

(the “Securities Act”), on April 16, 2026, which was declared effective on April 20, 2026.

The

foregoing descriptions of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their

entirety by reference to the full text of the forms of Inducement Agreement and Inducement Warrants, which are filed as Exhibits 10.1

and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under

Section 4(a)(2). The issuance of neither the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities

Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under

the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form

8-K is incorporated by reference herein.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities

of the Company.

Item

7.01 Regulation FD Disclosure.

July 13, 2026, the Company issued a press release announcing the closing of the warrant inducement transaction. 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Inducement Warrant

10.1

Form of Inducement Agreement

99.1

Press Release, dated July 13, 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:

July 13, 2026

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

THIS

WARRANT AND THE SHARES OF CLASS B COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE

UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES

HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES

ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT

REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR

A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM

WARRANT

TO PURCHASE COMMON STOCK

APTERA

MOTORS CORP.

Warrant

Shares: _______

Initial

Exercise Date: January 13, 2027

THIS

WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00

p.m. (New York City time) on January 13, 2032 (the “Termination Date”), but not thereafter, to subscribe for and purchase

from Aptera Motors Corp., a Delaware corporation (the “Company”), up to ______ shares of Class B Common Stock, par

value $0.0001 per share (the “Shares”) (as subject to adjustment hereunder, the “Warrant Shares”).

The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

The

Warrant shall initially be issued and maintained in the form of a security held in book-entry form, and the Depository Trust Company,

or its nominee (“DTC”), shall initially be the sole registered holder of this Warrant, unless a Holder elects to receive

a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Warrant Inducement Letter Agreement (the “Agreement”), dated July 10, 2026, among the Company and the purchasers signatory

thereto.

Section

2. Exercise.

Exercise of Warrant. Subject to the provisions of Section 2(e) of this Warrant, exercise of the purchase rights represented by

this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination

Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice

of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one

(1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)

following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the number of Warrant Shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, in either case in immediately

available funds, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)

of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares purchasable hereunder and the Warrant

has been exercised in full, at which time, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading

Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares purchasable hereunder shall have the effect of lowering the outstanding number of

Warrant Shares purchasable hereunder by the number of Warrant Shares equal to the applicable number of Warrant Shares purchased in connection

with such partial exercise. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the

date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such

notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (New York City time)

on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Agreement, the Company agrees to

deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise

Date, and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date The Holder and any

assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase

of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time will be

less than the amount stated on the face hereof.

Notwithstanding

the foregoing in this Section 2(a), a Holder, whose interest in this Warrant is a beneficial interest in certificate(s) representing

this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect

exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate

instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,

as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant

Agency Agreement, in which case this sentence shall not apply.

Exercise Price. The exercise price per Warrant Share under this Warrant shall be $2.25, subject to adjustment hereunder (the “Exercise

Price”).

Cashless Exercise. Notwithstanding anything to the contrary set forth herein, if at the time of exercise hereof there is no effective

registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the

Holder, then this Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which

the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is

(1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered

pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule

600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either

(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Shares

on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”

on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of

Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant

to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price, as

adjusted hereunder; and

(X) =

the number of Warrant Shares

that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means

of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are

then listed or quoted on a Trading Market, the bid price of the Share for the time in question (or the nearest preceding date) on the

Trading Market on which the Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York

City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the

Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Shares are not then listed or quoted

for trading on OTCQB or OTCQX and if prices for the Shares are then reported on the Pink Open Market (or a similar organization or agency

succeeding to its functions of reporting prices), the most recent bid price per Share so reported, or (d) in all other cases, the fair

market value of a Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of

the Securities then outstanding and reasonably acceptable to the Company, the reasonable and documented fees and expenses of which shall

be paid by the Company.

“Trading

Day” means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for

trading for a period of time less than the customary time.

“VWAP”

means, for any date, the price determined by the first

of the following clauses that applies: (a) if the Shares are then listed or quoted on a Trading Market, the daily volume weighted average

price of the Shares for such date (or the nearest preceding date) on the Trading Market on which the Shares are then listed or quoted

as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB

or OTCQX is not a Trading Market, the volume weighted average price of the Share for such date (or the nearest preceding date) on OTCQB

or OTCQX as applicable, (c) if the Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Shares are

then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most

recent bid price per Share so reported, or (d) in all other cases, the fair market value of a Share as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,

the reasonable and documented fees and expenses of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s Transfer Agent

is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant

Shares to, or resale of, the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by

physical delivery of the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee,

for the number of Warrant Shares set forth in the Notice of Exercise to the address specified by the Holder in such Notice of Exercise

by the date that is the earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company, and (ii) the

number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date,

the “Warrant Share Delivery Date”), provided that payment of the aggregate Exercise Price (other than in the case

of a cashless exercise) is received by the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be

deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been

exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than

in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to

the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder

in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of

the Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading

Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are

delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent (the “Transfer Agent”)

that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market with respect to the Shares as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. Except in connection with an exercise on the Initial Exercise Date, if the Company fails to cause the Transfer

Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will

have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date and, if the Holder has paid any required

Exercise Price for the portion of the Warrant being exercised on or prior to such Warrant Share Delivery Date (or utilized cashless exercise,

if available), other than a failure caused by incorrect or incomplete information provided by the Holder to the Company, and if after

such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage

firm otherwise purchases, Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated

receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,

by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Shares that would have

been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases

Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall

be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder

in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise of the

Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon

the exercise of this Warrant. As to any fraction of a Warrant Share which the Holder would otherwise be entitled to purchase upon such

exercise, the Company shall, at its election, and in lieu of the issuance of such fractional Warrant Share, either (i) pay cash in an

amount equal to such fraction multiplied by the Exercise Price or (ii) round up to the next whole Warrant Share.

vi.

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue

or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall

be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name

of the Holder, the Notice of Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed

by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax

incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised, a new

Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing

of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar

functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Shares issuable

upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares which would

be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates

or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the

limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in

the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d)

of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not

representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible

for any schedules required to be filed in accordance therewith and the calculations required under this Section 2(e). To the extent that

the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant

that are in non-compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on a number of outstanding

Shares that was provided by the Company or the Transfer Agent. In addition, a determination as to any group status as contemplated above

shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes

of this Section 2(e), in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected

in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Shares

outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing

to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect

to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties

since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall

be [4.99/9.99]% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise

of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of the Shares outstanding immediately

after giving effect to the issuance of Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after

such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than

in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or

inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Shares or any other equity or equity equivalent securities payable in Shares (which,

for avoidance of doubt, shall not include any Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Shares into a smaller number

of shares, or (iv) issues by reclassification of Shares any shares of capital stock of the Company, then in each case the Exercise Price

shall be multiplied by a fraction of which the numerator shall be the number of Shares (excluding treasury shares, if any) outstanding

immediately before such event and of which the denominator shall be the number of Shares outstanding immediately after such event, and

the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the

record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

[RESERVED]

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time while this Warrant

is outstanding, the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or

other property pro rata to the record holders of any class of Shares (the “Purchase Rights”), then the Holder will

be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have

acquired if the Holder had held the number of Shares acquirable upon complete exercise of this Warrant (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record

is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that

the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Shares as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation); provided, that

such Purchase Right shall terminate on, and shall not be held in abeyance for, any period subsequent to the Termination Date.

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of Shares, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, plan of arrangement or other similar transaction) (a “Distribution”), at any time after the

issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Shares acquirable upon complete exercise of this

Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately

before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders

of Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s

right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Shares as a result of

such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation); provided that

such Distribution right shall terminate on, and shall not be held in abeyance for, any period subsequent to the Termination Date.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person (other than any stock split

or reverse stock split or transaction solely for the purpose of changing the Company’s name and/or the jurisdiction of incorporation

of the Company or a holding company for the Company), (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale,

lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one

or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company

or another Person) is completed pursuant to which holders of Shares are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of greater than 50% of the voting power of the common equity of the

Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or

recapitalization of Shares or any compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged

for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a

stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,

merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50%

of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent

exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such

exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation

in Section 2(e) on the exercise of this Warrant), the number of Shares of the successor or acquiring corporation or of the Company, if

it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a

result of such Fundamental Transaction by a holder of the number of Shares for which this Warrant is exercisable immediately prior to

such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any

such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based

on the amount of Alternate Consideration issuable in respect of one Share in such Fundamental Transaction, and the Company shall apportion

the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components

of the Alternate Consideration. If holders of Shares are given any choice as to the securities, cash or property to be received in a

Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise

of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction

(other than any stock split or reverse stock split, holding company reorganization or parent subsidiary merger not requiring stockholder

approval pursuant to Sections 251(g) or 253 of the Delaware General Corporation Law (or any successor provisions thereof)), the Company

or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within

30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental

Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined

below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,

however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s

Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration

(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to

the holders of Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash,

stock or any combination thereof, or whether the holders of Shares are given the choice to receive from among alternative forms of consideration

in connection with the Fundamental Transaction; provided, further, that if holders of Shares of the Company are not offered or paid any

consideration in such Fundamental Transaction, such holders of Shares will be deemed to have received common stock of the Successor Entity

(which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes

Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function

on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)

a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement

of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility

as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in

such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash

consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately preceding the public announcement

of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier), (D)

a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately

available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the

date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which

the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company

under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements

in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Shares acquirable and receivable

upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,

and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of

capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the

consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence

of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of

such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named

as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of Shares deemed to be issued and outstanding as of a given date shall be the

sum of the number of Shares (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company declares a dividend (or any other distribution in whatever form) on the

Shares, (B) the Company declares a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company authorizes the

granting to all holders of the Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of

any rights, (D) the approval of any shareholders of the Company is required in connection with a Fundamental Transaction, or (E) the

Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case,

the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of record to be entitled to such

dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Shares of record shall be entitled to exchange their Shares for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at

the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the

form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer

taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver

a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified

in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,

and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender

this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company

assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase

of Warrant Shares without having a new Warrant issued.

New Warrants. If this Warrant is not held in global form through DTC (or any successor

depositary), this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the

Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the

Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or

combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or

combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this

Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Shares a sufficient

number of shares to provide for the issuance of the Warrant Shares underlying this Warrant. The Company further covenants that its issuance

of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares

upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to

assure that such Warrant Shares may be issued, and the Warrant Shares, delivered, as provided herein without violation of any applicable

law or regulation, or of any requirements of the Trading Market upon which the Shares may be listed. The Company covenants that all Warrant

Shares underlying this Warrant, which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Shares above the amount payable therefor upon such exercise immediately

prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and nonassessable Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

if the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Agreement. Notwithstanding any other provision of the Warrant, as to any

Warrant not held in certificated form, where the Warrant provides for notice of any event to a Holder, such notice shall be sufficiently

given if given to DTC (or any successor depository) pursuant to the procedures of DTC (or such successor depository).

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Shares or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder; provided further, that if any such amendment or modification shall affect the rights, immunities, liabilities,

duties or obligations of the Warrant Agent, the Warrant Agent’s written consent to modify or amend the provisions hereof will be

required.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

Electronic Signatures. Electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals

for all purposes of this Warrant.

Warrant Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued

subject to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant

Agency Agreement, the provisions of this Warrant shall govern and be controlling; provided, however, that the express terms of the Warrant

Agency Agreement shall control and supersede any provision in this Warrant concerning the rights, duties, obligations, protections, immunities

and liability of the Warrant Agent.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

APTERA MOTORS CORP.

By:

Name:

Chris

Anthony

Title:

Co-Chief

Executive Officer

EXHIBIT

NOTICE

OF EXERCISE

To:

APTERA MOTORS CORP.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[ ]

in lawful money of the United States; or

[ ]

if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2©, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise

procedure set forth in subsection 2©.

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: __________________________________________________

Name

of Authorized Signatory: ____________________________________________________________________

Title

of Authorized Signatory: _____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

______________________________________

(Please Print)

Address:

______________________________________

(Please Print)

Phone Number:

______________________________________

Email Address:

______________________________________

Dated: _______________ __,

______

Holder’s Signature:

______________________

Holder’s Address: _______________________

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

APTERA

MOTORS CORP.

5818

El Camino Real

Carlsbad,

CA 92008

July

10, 2026

the Holder of March 2026 Common Stock Purchase Warrants

Re:

Inducement Offer to Exercise Existing Common Stock Purchase Warrants

Dear

Holder:

APTERA

MOTORS CORP. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”,

“you” or similar terminology) the opportunity to receive new warrants to purchase up to a number of shares (the “New

Warrant Shares”) of Class B Common Stock, par value $0.0001 per share (the “Common Stock”), equal to 150%

of the number of shares of Common Stock issuable to you pursuant to the exercise of those certain Warrants to Purchase Common Stock issued

to you on March 13, 2026 (the “Existing Common Warrants”), as more particularly set forth on the signature page hereto,

in consideration for exercising for cash any or all such Existing Common Warrants. The issuance, or resale, of shares of Common Stock

underlying the Existing Common Warrants have been registered pursuant to an effective registration statement on Form S-1 (File No. 333-294942).

The shares of Common Stock underlying the Existing Common Warrants are referred to herein as the “Warrant Shares”

and the registration statement referenced in the foregoing sentence is referred to herein as the “Registration Statement.”

The Registration Statement is currently effective and, upon exercise of the Existing Common Warrants pursuant to this letter agreement

(the “Inducement Agreement,” and together with the Existing Common Warrants and the New Warrants (as defined below),

the “Transaction Documents”), will be effective for the issuance or resale of the Warrant Shares, as applicable. Capitalized

terms not otherwise defined herein shall have the meanings set forth in the New Warrants (as defined hereinafter).

The

Company is making you this offer during the period from the date of this Inducement Offer set forth above and until 8:30 am, Eastern

Time, on July 10, 2026 (the “Exercise Period”). Exercise of the Existing Common Warrants may be made, in whole or

in part, at any time or times during the Exercise Period by the execution of the Inducement Agreement, as applicable; provided,

that the exercise of Existing Common Warrants will be accompanied by payment in full of the Exercise Price (as defined below) to the

Company.

consideration for exercising Existing Common Warrants at a reduced exercise price of $2.07 (the “Exercise Price”),

the Company hereby offers to sell and issue you new:

(i)

unregistered

five-year Common Stock purchase warrants (the “New Warrants”) to expire five years from the Initial Exercise Date

(as defined in the New Warrants) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”),

to purchase up to a number of shares of Common Stock (the “New Warrant Shares”) equal to 150% of the number of

Warrant Shares issued pursuant to such exercise of the Existing Common Warrants, which New Warrants shall be substantially in the

form as set forth in Exhibit A hereto.

The

New Warrant certificates will be delivered within one (1) Trading Day following the Warrant Exercise, and such New Warrants, together

with any New Warrant Shares, shall, unless and until registered, contain customary restrictive legends and other language typical for

an unregistered warrant and unregistered shares. Notwithstanding anything herein to the contrary, in the event that any Warrant Exercise

would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership Limitation”)

set forth in Section 2(e) of the Existing Common Warrants (or, if applicable and at the Holder’s election, 9.99%), the Company

shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number of Warrant

Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance until notice from the Holder that the

balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through the Existing

Common Warrants which shall be deemed prepaid thereafter (including the payment in full of the exercise price), and exercised pursuant

to a Notice of Exercise in the Existing Common Warrants (provided no additional exercise price shall be due and payable). The parties

hereby agree that the Beneficial Ownership Limitation for purposes of the Existing Common Warrants is as set forth on the Holder’s

signature page hereto.

Expressly

subject to the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below, which

constitutes the Holder’s acceptance to exercise Existing Common Warrants at the Holder’s own discretion subject to the Beneficial

Ownership Limitation set forth in Section 2(e) of the Existing Common Warrants.

The

Company agrees to the representations, warranties and covenants set forth on Annex A attached hereto.

The

Holder represents and warrants that, as of the date hereof, the Holder is fully aware of, and has reviewed all of the Company’s

public filings.

Holder

represents and warrants that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited

investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and agrees that the New Warrants will contain

restrictive legends when issued, and neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants

will be registered under the Securities Act. Also, Holder represents and warrants that it is acquiring the New Warrants as principal

for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the

distribution of the New Warrants or the New Warrant Shares (this representation is not limiting Holder’s right to sell the New

Warrant Shares pursuant to an effective registration statement under the Securities Act or otherwise in compliance with applicable federal

and state securities laws).

The

Holder understands that the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or

the securities laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially

similar to the following:

“THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS.”

Upon

the Holder’s exercise of the New Warrants, certificates evidencing the New Warrant Shares shall not contain any legend (including

the legend set forth above), (i) while a registration statement covering the resale of such New Warrant Shares is effective under the

Securities Act, (ii) following any sale of such New Warrant Shares pursuant to Rule 144 under the Securities Act, (iii) if such New Warrant

Shares are eligible for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company

to be in compliance with the current public information requirement under Rule 144 as to such New Warrant Shares and without volume or

manner-of-sale restrictions, (iv) if such New Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the New Warrants)

and the Company is then in compliance with the current public information requirement under Rule 144 as to such New Warrant Shares, or

(v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements

issued by the staff of the Securities and Exchange Commission (the “Commission”) and the earliest of clauses (i) through

(v), the “Delegend Date”)). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly

after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the

request of the Holder, which opinion shall be in form and substance reasonably acceptable to the Holder. From and after the Delegend

Date, such New Warrant Shares shall be issued free of all legends, provided that, upon request of the Company (which request shall also

include a form of customary representation letter), the Holder has delivered in advance to the Company a customary representation letter

that is reasonably satisfactory to the Company and its counsel. The Company agrees that following the Delegend Date or at such time as

such legend is no longer required under this Section, it will, no later than one (1) Trading Day following the delivery by the Holder

to the Company or the Transfer Agent of a certificate representing the New Warrant Shares issued with a restrictive legend (such first

(1st) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate

representing such shares that is free from all restrictive and other legends or, at the request of the Holder, shall credit the account

of the Holder’s prime broker with the Depository Trust Company System as directed by the Holder.

addition to the Holder’s other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages

and not as a penalty, for each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares

are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading

Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate

is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the

Legend Removal Date a certificate representing the New Warrant Shares free from all restrictive and other legends and (b) if after the

Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock

equal to all or any portion of the number of shares of Common Stock that the Holder anticipated receiving from the Company without any

restrictive legend, then, an amount equal to the excess of the Holder’s total purchase price (including brokerage commissions and

other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket

expenses, if any) over the product of (A) such number of New Warrant Shares that the Company was required to deliver to the Holder by

the Legend Removal Date and for which the Holder was required to purchase shares to timely satisfy delivery requirements, multiplied

by (B) the weighted average price at which the Holder sold that number of shares of Common Stock.

this offer is accepted and the transaction documents are executed, then on or before 8:30 a.m. Eastern Time on the Trading Day following

the date hereof, the Company shall issue a press release and/or file a Current Report on Form 8-K with the Commission disclosing all

material terms of the transactions contemplated hereunder, including this letter agreement as an exhibit thereto with the Commission.

From and after the issuance of such press release or filing of such Current Report on Form 8-K, as applicable, the Company represents

to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of its respective

officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition, effective upon the

issuance of such press release and/or filing of such Current Report on Form 8-K, the Company acknowledges and agrees that any and all

confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or

any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other

hand, shall terminate. The Company represents, warrants and covenants that, upon acceptance of this offer, and upon issuance of the Warrant

Shares, the Warrant Shares shall be issued free of any legends or restrictions on resale by Holder.

later than the first (1st) Trading Day following the date hereof, the closing (“Closing”) shall occur at such location

as the parties shall mutually agree. Unless otherwise directed by Alliance Global Partners/A.G.P. (the “Placement Agent”),

settlement of the Warrant Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing

Date, the Company shall issue the Warrant Shares registered in the Holder’s name and address provided to the Company in writing

and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by the Holder; upon receipt of such Warrant

Shares, the Placement Agent shall promptly electronically deliver such Warrant Shares to the Holder, and payment therefor shall concurrently

be made to the Company by the Placement Agent (or its clearing firm) by wire transfer to the Company). The date of the Closing of the

exercise of the Existing Common Warrants shall be referred to as the “Closing Date”.

Sincerely

yours,

APTERA MOTORS CORP.

By:

Name:

Chris Anthony

Title:

Co-Chief Executive Officer

[Holder

Signature Page Follows]

Accepted

and Agreed to:

Name

of Holder: _________________________________________________

Signature

of Authorized Signatory of Holder: _________________________________________________

Name

of Authorized Signatory: _________________________________________________

Title

of Authorized Signatory: _________________________________________________

Number

of Existing Common Warrants: ___________________________

Existing

Common Warrants Beneficial Ownership Blocker: 4.99% or 9.99%

New

Warrants:

New

Warrants Beneficial Ownership Blocker: 4.99% or 9.99%

DTC

Instructions: _________________________________________________

[Holder

Signature Page]

Annex

Representations,

Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on the SEC Reports (as defined below).

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any

liens, and all of the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities.

SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter

period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto

and documents incorporated by reference therein “SEC Reports”). As of their respective dates, the SEC Reports complied

in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue statement

of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading except as otherwise noted in a subsequent SEC Report. The

Company has never been an issuer subject to Rule 144(i) under the Securities Act.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this letter agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this letter

agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all

necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders

in connection herewith. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms

hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms,

except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws

of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability

of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions

may be limited by applicable law.

No Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company

of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate

or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or

an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims, security

interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others any

rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement,

credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such

Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation

of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which

the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company

is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result

in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations

of the Company, taken as a whole, or in its ability to perform its obligations under this letter agreement.

Registration Obligations. As soon as reasonably practicable (and in any event within 30 calendar days following the Closing Date),

the Company shall file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is not

then S-3 eligible) providing for the resale of the New Warrant Shares by the holders of the New Warrants (the “Resale Registration

Statement”). The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective

within sixty (60) calendar days following the filing date of the Resale Registration Statement (or within ninety (90) calendar days following

such filing date in case of a “full review” of such registration statement by the Commission), provided, however, that if

the Commission is closed for operations due to a government shutdown, the applicable deadline for the effectiveness of the Resale Registration

Statement shall be extended by the same number of days that the Commission remains closed for operations, and to keep the Resale Registration

Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.

Trading Market. The transactions contemplated under this letter agreement comply with all the rules and regulations of The Nasdaq

Capital Market.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with the execution, delivery and performance by the Company of this letter agreement, other than: (i) the filings

required pursuant to this letter agreement; (ii) application(s) or notice to each applicable Trading Market for the listing of the New

Warrants and New Warrant Shares for trading thereon in the time and manner required thereby, and (iii) the filing of form D with the

Commission and such filings as are required to be made under applicable state securities laws.

Listing of Common Stock. The Company agrees that if the Company applies to have the Common Stock traded on any other Trading Market,

it will then include in such application all of the New Warrant Shares, and will take such other action as is necessary to cause all

of the New Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all

action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects

with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees

to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing

corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing

corporation in connection with such electronic transfer.

Subsequent Equity Sales. From the date hereof until thirty (30) days after the Closing, without the prior written consent of the

Placement Agent, the Company shall not (A) issue, enter into any agreement to issue or announce the issuance or proposed issuance of

any Common Stock or Common Stock Equivalents, other than an Exempt Issuance (as defined herein) or (B) file any registration statement

or any amendment or supplement to any existing registration statement (other than the filing of (x) the Resale Registration Statement

referred to herein, (y) any prospectus or prospectus supplement, or (z) a registration statement on Form S-8 in connection with any employee

benefit plan). Notwithstanding the foregoing, the Company shall be permitted to issue shares of Common Stock pursuant to the Share Purchase

Agreement by and between the Company and New Circle Principal Investments LLC dated October 13, 2025. An “Exempt Issuance”

means the issuance of (a) Common Stock or options to employees, officers, directors, service providers or consultants or contractors

of the Company pursuant to any share or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee members

of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services

rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other

securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement, provided

that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease

the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations)

or to extend the term of such securities if the result of such extension would increase the number of securities issuable upon conversion

or exercise of such securities, (c) Common Stock or securities convertible into or exchangeable for Common Stock as consideration for

mergers, acquisitions, sale or purchase of assets or other business combinations occurring after the date of this Agreement which are

not issued for capital raising purposes, (d) Common Stock or securities convertible into or exchangeable for Common Stock offered and

sold in a privately negotiated transaction to vendors, customers, lenders, strategic partners or potential strategic partners or other

investors conducted in a manner so as not to be integrated with the offering hereby, provided that such securities are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the prohibition period set forth herein, and (e) Common Stock or securities convertible into or exchangeable

for Common Stock in connection with any acquisition, debt financing, strategic investment or other similar transaction (including any

joint venture, strategic alliance or partnership); provided, however that any such transaction shall not include a transaction in which

the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in

securities and provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no

registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period

set forth herein, and provided that any such issuance shall only be to an individual or corporation, partnership, trust, incorporated

or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision

thereof) or other entity of any kind (a “Person”) (or to the equity holders of a Person) which is, itself or through its

subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide

to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is

issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Form D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the New Warrants and New Warrant

Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such

action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the New Warrants and

New Warrant Shares for, sale to the Holder at Closing under applicable securities or “Blue Sky” laws of the states of the

United States, and shall provide evidence of such actions promptly upon request of any Holder.

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and

the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth on the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received

notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in

the foreseeable future continue to be, in material compliance with all such listing and maintenance requirements. The Common Stock is

currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company

is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with

such electronic transfer.

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Aptera

Motors Announces Closing of Warrant Inducement Transaction for $5.96 Million in Gross Proceeds

CARLSBAD,

Calif. – July 13, 2026 – Aptera Motors Corp. (NASDAQ: SEV) (the “Company” or “Aptera”), a solar

mobility company advancing ultra-efficient transportation, today announced that it has closed the immediate exercise of warrants, previously

issued in March 2026, to purchase up to 2,880,000 shares of its Class B Common Stock at a reduced price of $2.07 per share for gross

cash proceeds of approximately $5.96 million before deducting financial advisor fees and other transaction expenses.

consideration for the immediate cash exercise of the existing warrants, the Company issued new, unregistered warrants to purchase up

to 4,320,000 shares of Class B Common Stock (the “New Warrants”). The New Warrants have an exercise price of $2.25 per share,

are exercisable beginning six months following their issuance, and will expire five and a half years from the date of issuance.

A.G.P./Alliance

Global Partners acted as the exclusive financial advisor to the Company in connection with the transaction.

The

Company intends to use the net proceeds from the transaction for working capital, general corporate purposes, and the continued advancement

of its validation vehicle manufacturing and testing phases.

The

New Warrants and the shares of Class B Common Stock issuable upon exercise of the New Warrants described above were offered and sold

in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation

D promulgated thereunder, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the

New Warrants and the underlying shares of Class B Common Stock may not be offered or sold in the United States absent registration with

the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The Company

has agreed to file a registration statement with the SEC covering the resale of the shares of Class B Common Stock issuable upon exercise

of the New Warrants.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale

of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration

or qualification under the securities laws of any such state or other jurisdiction.

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.

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 the anticipated use of proceeds

from the transaction and the continued advancement of the Company’s validation vehicle manufacturing and testing phases. 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. Aptera’s actual results could differ materially from those stated or implied in forward-looking statements due to a number

of factors, including but not limited to, risks detailed in Aptera’s Annual Report on Form 10-K filed on March 30, 2026, as well

as other documents that may be filed by Aptera from time to time with the SEC. 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

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xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration