Aptera Motors Corp. entered into a securities purchase agreement on November 10, 2026, to sell 3,428,571 shares of its Class B common stock at a price of $1.75 per share. This transaction, known as a registered direct offering, is accompanied by a concurrent private placement. In this private placement, the company agreed to issue unregistered warrants to the investors, allowing them to purchase up to 3,428,571 additional shares of Class B common stock.
The warrants issued in the private placement have an exercise price of $2.05 per share. They are exercisable on or after stockholder approval and possess a term of five and a half years from the initial exercise date. The company expects the closing of both the registered direct offering and the private placement to occur on or about November 11, 2026, subject to customary closing conditions.
Ladenburg Thalmann & Co. Inc. is serving as the lead placement agent, with StoneX Financial Inc. acting as a co-placement agent. The company agreed to pay the lead placement agent a cash fee equal to 7.0% of the gross proceeds. In addition, the company agreed to issue the placement agent warrants to purchase up to 102,857 shares of common stock, with an exercise price of $2.1875 per share and a five-year expiration.
Aptera expects the aggregate gross proceeds from the offerings to be approximately $6 million before deducting placement agent fees and estimated offering expenses. The company intends to use the net proceeds for general corporate purposes, ongoing product validation, manufacturing readiness activities, and the commencement of long-lead tooling in support of its production plans.
The shares of Class B common stock are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-299238). The warrants and the underlying shares are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.
