Aptera Motors Corp
For the period ended Mar 31, 2026. Filed May 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 13, 2026
SEV$2.11+8.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023455
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001493152-26-022732
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 62 current paragraphs.
28 unchanged; 18 reworded; 15 added; 35 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
The decrease in selling, general and administrative expenses was primarily driven by a $3.9 million net reduction in stock-based compensation. This consisted of a $4.8 million decrease in equity-based advisory fees issued to non-employees, partially offset by a $1.1 million increase in employee share-based compensation. Additionally, advertising and marketing expenditures decreased by $0.3 million, reflecting a targeted reallocation of capital toward vehicle validation and production readiness.
Current report
These decreases were partially offset by a $0.4 million increase in costs associated with our transition to a publicly traded company, including compliance and directors’ and officers’ liability insurance premiums. Furthermore, legal expenses increased by $0.3 million, primarily associated with the accrued expenses from the April 2026 settlement of the Zaptera intellectual property matter and costs related to the ongoing SEC matter*(see Part II, Item 1. Legal Proceedings)*.
Current report
Historically, we have tightly managed our administrative footprint by utilizing third-party consultants and outsourced professional services. As we transition toward final vehicle validation and commercial production, we expect to shift away from certain outsourced arrangements and bring more administrative and operational resources in-house on a full-time basis. To support this growth while prioritizing the allocation of cash toward production readiness, we have increasingly utilized equity-based remuneration. This includes a transition to settling all Board of Director compensation and executive bonuses in stock, as well as the broader use of long-term restricted stock unit awards. While we expect this strategy to preserve capital liquidity, it will result in elevated non-cash share-based compensation expense in future periods.
Current report
Consequently, we anticipate that our baseline selling, general and administrative expenses will increase as we scale. Furthermore, we expect to incur sustained, incremental expenses related to operating as a public company, including elevated legal, accounting, insurance, and investor relations costs. Additionally, in connection with our ongoing efforts to remediate the material weakness in internal control over financial reporting identified at year-end, we expect to incur near-term increases in professional fees and personnel costs as we implement enhancements to our control environment.
Current report
The increase in research and development expenses was primarily driven by higher stock-based compensation expense, which increased $1.2 million. We strategically used equity-based compensation—including stock-settled bonus payments and long-term restricted stock unit (RSU) awards—in lieu of cash, designed to preserve our capital liquidity while remaining highly competitive in talent acquisition and retention.
Current report
Other engineering, design, and development expenses accounted for the remainder of the variance. This was primarily driven by a $0.7 million increase in cash personnel costs resulting from strategic engineering headcount additions to support our vehicle validation and production program. Additionally, materials and supplies expense related to validation testing increased by $0.5 million, alongside a $0.2 million aggregate increase in engineering software licenses, computer equipment, and third-party contractors necessary to equip the expanded team. These increases were partially offset by a $0.04 million decrease in prototype tooling expenses, reflecting the maturation of our design phase.
Current report
As we continue to advance toward commercial production, our overarching objective is to allocate the maximum amount of available capital directly to vehicle validation, safety testing, and production readiness. To support this objective while protecting our liquidity, we expect to continue utilizing equity-based compensation as a core component of our remuneration strategy for engineering and technical staff. We anticipate that our baseline research and development expenses will remain elevated in the near term as we finalize pre-production milestones. Upon the commencement of commercial production, we expect certain engineering and manufacturing personnel costs to be capitalized into inventory and subsequently recognized as cost of goods sold.
Current report
Other income was $0.1 million for the three months ended March 31, 2026, compared to $0.3 million for the three months ended March 31, 2025. The decrease of $0.2 million was primarily due to lower grant reimbursement income from our California Energy Commission grant.
Current report
As of March 31, 2026, the Company had $39.0 million in total assets. Our primary source of liquidity at that date was $17.7 million in cash and cash equivalents. We did not have a recognized grant funds receivable balance as of March 31, 2026, as management maintains a full allowance against the remaining $0.7 million balance due to uncertainties regarding the timing of the capital raises required to trigger those reimbursements.
Current report
During the three months ended March 31, 2026, net cash used in operating activities was $7.9 million, compared to $3.6 million for the same period in 2025. This increase in operating cash usage was driven not only by the elevated professional fees noted above, but primarily by strategic cash investments in parts, materials, and supplies necessary to advance our vehicle validation and production readiness, as well as a reduction in accounts payable.
Current report
To fund these operations and investments, net cash provided by financing activities was $16.0 million during the first quarter of 2026. This was the result of two key financing transactions. On January 26, 2026, we closed a registered public offering, issuing 4,500,000 units (each consisting of one share of Class B common stock and one accompanying warrant) for gross proceeds of $9.0 million. Furthermore, we received an additional $8.1 million in aggregate gross proceeds from warrant exercises during the quarter, which included a $6.3 million warrant inducement transaction completed in March 2026.
Current report
As an additional source of potential near-term liquidity, of our total outstanding warrants as of March 31, 2026, approximately 5.2 million are exercisable for cash. If these specific warrants are fully exercised, they would generate up to $17.5 million in additional gross proceeds. This includes 4.75 million warrants issued in connection with our March 2026 inducement transaction which have exercise prices of $3.50. While these warrants represent a meaningful potential cash catalyst, any future proceeds are entirely dependent upon the holders’ discretionary election to exercise, which is inherently tied to the market performance of our Class B common stock.
Current report
Our awarded $21.9 million grant from the CEC remains a component of our potential future liquidity. Through March 31, 2026, we have received approximately $3.2 million in cash disbursements. We anticipate receiving further portions of the grant only if we are able to secure sufficient financing to make the eligible expenditures and meet the project milestones.
Current report
Liabilities
Current report
In April 2026, the Company entered into a settlement agreement with Zaptera. Pursuant to the terms of the settlement, the Company agreed to issue 105,000 shares of Class B Common Stock and warrants to purchase up to 210,000 shares of Class B Common Stock, resulting in a recognized litigation settlement charge of approximately $0.6 million. On April 9, 2026, all claims related to the action were dismissed with prejudice.
Removed paragraphs (35)
Previous report
Our production timeline has evolved and it remains dependent on our ability to secure sufficient capital. We had previously anticipated commencing low-volume production of our vehicles in 2025 and achieving a high-volume production rate of 20,000 vehicles per year by the end of 2026. However, we have experienced delays and this timeline is no longer indicative of our current expectations, primarily due to our ongoing need to secure substantial funding and the fact that we have not yet raised the sufficient capital necessary to fully fund our tooling, validation program, and manufacturing facility. Unlike our previous fundraising efforts, which were composed of many smaller investments over time, the capital required for the remaining vehicle tooling and supplier commitments must be secured in substantial tranches to allow us to place large-scale purchase orders and commit to production schedules. The establishment of our ELOC subsequent to the period end provides a mechanism to potentially access this capital incrementally, once the associated resale registration statement becomes effective and subject to market conditions and facility limitations.
Previous report
Given that our ability to begin any phase of production is so heavily dependent on securing the required capital, we cannot currently provide a revised forecast for production commencement or related milestones. Until the necessary funding for a given production phase is secured and accessible, we will be unable to predict if and when that phase of production will commence.
Previous report
Restatement
Previous report
During the preparation of the Company’s financial statements for the year ended December 31, 2024, the Company identified certain errors in the accounting for stock-based compensation expense related to modifications of stock option awards granted to certain departing employees, executives, and board members in 2023 and 2024.
Previous report
Specifically, the Company had modified the post-termination exercise period for these awards, extending the period during which these individuals could exercise their options after leaving the Company. These modifications resulted in additional stock-based compensation expense that was not properly recorded in the prior periods. As a result, the Company restated its previously issued financial statements for the year ended December 31, 2023.
Previous report
The net increase in selling, general and administrative costs was primarily driven by higher outside services, legal expenses and advertising costs, partially offset by reduced stock-based compensation and personnel-related costs.
Previous report
The increase in corporate and overhead expenses was primarily driven by a $0.6 million increase in outside services, largely attributable to higher legal and compliance costs related to litigation and regulatory requirements, and a $0.2 million increase in advertising expenses associated with expanded promotional activity for our final crowdfunding campaign.
Previous report
These increases were partially offset by a $0.3 million decrease in personnel-related costs, reflecting lower bonus and paid time off expenses in the current period, and a $0.2 million reduction in legal costs for intellectual property filings, due to a lower volume of government filings in the 2025 period.
Previous report
Stock-based compensation expense decreased compared to the prior period, which contained incremental expenses related to accelerated vesting of certain awards and extending the exercise periods for awards to former employees.
Previous report
We continue to prioritize disciplined cost management while supporting our key operational and strategic initiatives. Certain expenditures—particularly those related to litigation, regulatory matters, and corporate governance—remain less discretionary and may fluctuate based on the timing and scope of external events. As we progress through vehicle validation and prepare for production, we expect these legal, regulatory, and compliance-related costs to remain elevated in the near term as we continue enhancing our internal controls, governance structures, and commence trading as a publicly listed company.
Previous report
Research and development expenses decreased compared to the three months ended September 30, 2024, primarily due to reductions in outside services and prototype tooling. Stock-based compensation expense increased only slightly, reflecting comparable headcount in both periods.
Previous report
Other operating expenses for research and development decreased primarily due to a $0.5 million reduction in outside services as fewer engineering services were required following completion of earlier vehicle design activities. Prototype tooling expenses also declined by approximately $0.5 million as we progressed beyond initial development phases.
Previous report
These decreases were partially offset by a $0.3 million increase in materials and supplies to support the build of our validation vehicles, as well as a $0.1 million increase in facilities and IT expenses related to R&D, driven by changes in cost allocations compared to the prior year.
Previous report
For the three months ended September 30, 2025, other income was $2.5 million, compared to $0.1 million in the same period of 2024. The increase primarily relates to matching grant funds received from the California Energy Commission, which offset cash paid for equipment and material purchases.
Previous report
General, Sellingand Administrative Expenses
Previous report
The net increase in selling, general and administrative costs compared to the prior-year period was primarily driven by higher stock-based compensation, increased legal and regulatory costs associated with our transition to a public company, partially offset by reduced advertising expenses and employee-related costs.
Previous report
Stock-based compensation expense increased year-over-year. The current period included $7.3 million recognized for advisory services and $2.2 million from new stock option grants issued during the period. This increase was partially offset because a prior-year charge of $5.5 million related to the extension of post-termination exercise periods for stock options held by certain former employees did not recur in the current period.
Previous report
Corporate and overhead expenses decreased, primarily driven by a $0.9 million reduction in advertising costs reflecting lower crowdfunding-related marketing activity, a $0.1 million decrease in property taxes and a $0.3 million decrease in travel and employee-related costs. These reductions were partially offset by a $1.2 million increase in legal, compliance, and professional service expenses related primarily to ongoing litigation, regulatory matters, and public company readiness initiatives, including enhancements to our internal controls, governance policies, and reporting systems.
Previous report
We remain focused on aligning operating costs with our strategic priorities as we progress through vehicle validation and testing while also preparing the organization for the responsibilities of operating as a public company. Certain costs—particularly those related to legal matters, regulatory compliance, and corporate governance—are inherently less discretionary and can fluctuate based on external factors. As a result, we expect these expenditures to remain elevated in the near term as we continue to strengthen our compliance infrastructure and commence trading as a publicly listed company.
Previous report
Research and Development Expenses
Previous report
Research and development expenses increased compared to the nine months ended September 30, 2024, primarily due to higher stock-based compensation. The increase in stock-based compensation was driven by a series of option grants issued in April 2025 in recognition of the engineering team’s contributions to ongoing vehicle development and validation activities.
Previous report
Other operating expenses within research and development decreased year-over-year. The main driver was a $1.4 million decrease in outside services, primarily engineering consulting, as major vehicle design and development efforts peaked in the 2024 period.
Previous report
This decrease was partially offset by a $0.4 million net increase in compensation-related costs. Factors contributing to this net compensation increase included the timing of R&D payroll tax credit recognition, which increased reported costs this period, offset somewhat by the lack of bonus accruals in the current period, whereas such accruals were present in the prior year.
Previous report
Other Income
Previous report
For the nine months ended September 30, 2025, other income was $4.6 million, compared to $1.1 million in the same period of 2024. The increase primarily relates to $3.9 million in matching grant funds received from the California Energy Commission, which offset cash paid for equipment and material purchases.
Previous report
Recent Financing Developments
Previous report
Subsequent to the period ended September 30, 2025, we executed several significant milestones intended to address our liquidity needs:
Previous report
Current Liquidity and Funding Needs
Previous report
Our awarded $21.9 million grant from the CEC remains an important component of our potential liquidity. The grant provides funding on a reimbursement basis for eligible expenditures, such as capital investments in tooling, equipment, and vehicle validation activities, contingent upon meeting specific project milestones. Subsequent to the period end, in October 2025, the Company received a disbursement of approximately $2.1 million under this grant.
Previous report
We anticipate receiving further portions of the grant, estimated at approximately $3.5 million remaining in calendar year 2025 and $12 million in the subsequent calendar year, assuming eligible expenditures are incurred and milestones are met. These anticipated disbursements are linked to our operational spending plan and achieving updated production and sales milestones.
Previous report
While milestones were previously extended with CEC approval in May 2025, meeting these targets remains heavily dependent on securing sufficient and timely funding. Due to the ongoing uncertainty regarding the timing of necessary capital raises, the Company is currently in discussions with the CEC regarding potential further adjustments to the milestone schedule and requirements. Our ability to meet any milestones, whether current or subsequently revised, and therefore receive the full amount of anticipated grant disbursements, cannot be assured.
Previous report
Equity Issuances
Previous report
During the nine months ended September 30, 2025, we issued 278,417 shares of Class B Common Stock in connection with Regulation A and Regulation D offerings for total cash proceeds of $11.2 million at a weighted-average price of $40.12 per share.
Previous report
During the nine months ended September 30, 2025, the Company issued 817 shares of Class B Common Stock to external consultants as compensation for services rendered. The aggregate grant-date fair value of these shares was approximately $36 thousand, based on a weighted-average issuance price of $44.40. The fair value was determined based on the contemporaneous cash sale prices of Class B Common Stock to third-party investors.
Previous report
On October 10, 2025, Aptera Motors Corp. and the individual defendants filed their answers and affirmative defenses to Zaptera’s amended complaint. Aptera Motors Corp. intends to vigorously defend this litigation and continues to believe the claims are without merit. However, litigation is inherently uncertain, and an unfavorable outcome could materially harm our business.
Reworded paragraphs (18)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its direct listing filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s annual report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
Aptera Motors Corp. is a public benefit corporation and development stage company focused on the development and commercialization of solar electric vehicles. Subsequent to the period ended September 30, 2025, the Company completed a direct listing of its Class B Common Stock on the Nasdaq Capital Market and secured a $75 million committed equity line of credit (the “ELOC”). Accessing capital under the ELOC is subject to certain conditions, including the effectiveness of a resale registration statement covering the shares issuable thereunder, which the Company filed on October 23, 2025. As of the date of this Quarterly Report, the Company has not commenced production or generated any revenue from the sale of its products. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which is dependent upon the Company obtaining additional financing (including through the potential utilization of its equity line of credit, once available, and access to public markets) and ultimately achieving profitable operations. This management’s discussion and analysis discusses the Company’s progress to date, its challenges, and its plans for the future, but should be read in conjunction with the consolidated financial statements and accompanying notes.
Current wording
The Company has not commenced production or generated any revenue from the sale of its products. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which is dependent upon the Company obtaining additional financing and ultimately achieving profitable operations. To that end, in November 2025, we established an equity line of credit (“ELOC”) as a mechanism to incrementally access capital. We successfully utilized this ELOC between mid-November 2025 and January 2026 to raise approximately $3.0 million. Furthermore, during the first quarter of 2026, we successfully raised an aggregate of approximately $17.1 million in gross proceeds, consisting of $9.0 million from a follow-on public offering in January 2026 and an additional $8.1 million from subsequent warrant exercises, including a warrant inducement transaction completed in March 2026. This management’s discussion and analysis discusses the Company’s progress to date, its challenges, and its plans for the future, but should be read in conjunction with the consolidated financial statements and accompanying notes.
Previous wording
Aptera was formed as a Delaware corporation on March 4, 2019, and transitioned to a Delaware public benefit corporation in October 2025, for the purpose of engaging in the production of energy-efficient, solar-powered vehicles. We first began accepting $100 reservations for our vehicle in December 2020 and as of September 30, 2025, we had approximately 49,000 reservation holders. We have not delivered any products to customers and have not recognized any revenue from the sale of vehicles.
Current wording
Aptera was formed as a Delaware corporation on March 4, 2019, and transitioned to a Delaware public benefit corporation in October 2025, for the purpose of engaging in the production of energy-efficient, solar-powered vehicles. We first began accepting $100 reservations for our vehicle in December 2020 and as of March 31, 2026, we had approximately 49,000 reservation holders. We conducted two promotional programs that allowed investors to reserve priority reservations for initial customer vehicles. Under the first program, which ran from January 2023 through January 2024, the initial 2,000 delivery positions were offered through an auction process, resulting in an average investment exceeding $20,000 per position. Under the second program, which was conducted from April to August 2025, an additional 1,000 delivery positions were made available to investors making minimum investments of $5,000. We have not delivered any products to customers and have not recognized any revenue from the sale of vehicles.
Previous wording
During 2025, 2024 and 2023, we engaged with many new partners to supply validated production parts and we are currently in the process of building validation vehicles with production parts. In addition to our engagement with these partners, we will also engage with validation and durability testing partners to ensure the reliability of our production intent design. Alongside efforts to secure necessary financing, our current operational focus remains on completing this validation and testing process to prepare for the commencement of low-volume production as soon as capital allows. Our marketing team is expected to engage with the public to educate them on our brand proposition and to garner as many vehicle orders as possible. These orders help us determine our production mix and the speed at which we need to ramp our production numbers. As a result of the above, the Company expects to continue to experience increased spending on production equipment and tooling.
Current wording
During the past three years, we engaged with strategic partners to supply validated production parts, and we are currently executing our validation vehicle program. While we require substantial capital to commence commercial production, core physical assets—including our proprietary Body in Carbon (BinC) structural tooling and automated transport systems—are physically on-site and undergoing final engineering assessments. Alongside efforts to secure necessary financing, our current operational focus remains on completing this validation and durability testing process to ensure the reliability of our production-intent design. Our marketing team is expected to engage with the public to educate them on our brand proposition, expand our reservation backlog, and optimize our initial production mix. As a result of these activities, the Company expects to continue to experience increased spending on production equipment and tooling.
Previous wording
Our production plan for our Carlsbad facility is phased, with each phase contingent upon funding. The initial “low-volume” production phase is estimated to require approximately $65 million in capital to fund remaining necessary tooling and validation programs. Following the initiation of low-volume production, a second phase to ramp to high-volume production would require an estimated additional $140-$160 million to achieve a target rate of approximately 20,000 vehicles per year, which we believe is our current facility’s maximum capacity, determined in consultation with Munro & Associates.
Current wording
Our production timeline has evolved and remains heavily dependent on our ability to secure sufficient capital in substantial tranches. This shift to larger funding rounds is necessary to allow us to place large-scale purchase orders and fulfill supplier commitments for our finalized production tooling. Our production plan for our Carlsbad facility is phased. The initial “low-volume” production phase requires an estimated $45 million to $50 million in capital to fund the remaining necessary tooling and validation programs. Following the initiation of low-volume production, a second phase to ramp to high-volume production (a target rate of approximately 20,000 vehicles per year, which we believe is our current facility’s maximum capacity based on consultations with Munro & Associates) would require an estimated additional $140 million to $160 million. Until the necessary funding for a given production phase is secured, we are unable to predict if and when that phase of production will commence, and our previously anticipated timelines are no longer indicative of our current expectations.
Previous wording
Commencing production also depends on other key factors beyond funding, including:
Current wording
Commencing production also depends on key factors beyond funding, including:
Previous wording
We are actively working to address these challenges and secure the necessary resources to commence production, including through the recent establishment of our ELOC (which requires an effective registration statement prior to funding) and our access to the public capital markets following our direct listing. We will provide further updates on our progress as we achieve significant milestones. However, we cannot assure you that we will be successful in securing sufficient funding, overcoming technical challenges, or meeting regulatory requirements on a timely basis, or at all. These factors could significantly impact our ability to commence production and achieve our business objectives.
Current wording
We are actively working to address these challenges through our direct listing, recent capital raises, and utilization of our ELOC (subject to lock-up periods and facility limitations). We will provide further updates on our progress as we achieve significant milestones. However, we cannot assure you that we will be successful in securing the remaining necessary funding, overcoming technical challenges, or meeting regulatory requirements on a timely basis, or at all.
Previous wording
Comparison of the results of operations for the nine months ended September 30, 2025 and September 30, 2024
Current wording
Comparison of the results of operations for the three months ended March 31, 2026 and March 31, 2025
Previous wording
As a result of the foregoing, the Company’s net loss for the three months ended September 30, 2025 was $5.5 million compared to $8.2 million for the same period in the prior year.
Current wording
As a result of the foregoing, the Company’s net loss for the three months ended March 31, 2026 was $10.2 million compared to $10.9 million for the three months ended March 31, 2025.
Previous wording
As of September 30, 2025, the Company had $34.9 million in total assets. Our primary sources of liquidity at that date include $12.0 million in cash and cash equivalents and $2.7 million in grant funds receivable from the California Energy Commission (“CEC”). Our current operational cash burn rate, covering essential personnel, ongoing regulatory compliance, and fixed costs, is approximately $1.5 to $2.0 million per month. This baseline burn rate is currently elevated by significant expenses associated with becoming and operating as a publicly traded company and by substantial legal and other professional fees related to the SEC Investigation (as defined below), which are difficult to predict with certainty but are expected to continue to be material in the near term.
Current wording
Our current baseline operational cash burn rate, covering essential personnel, ongoing regulatory compliance, and fixed costs, is approximately $1.7 to $2.0 million per month. This baseline burn rate remained elevated during the first quarter of 2026 due to significant expenses associated with operating as a publicly traded company, costs related to our Class B common stock offerings, and legal and other professional fees related to the SEC Investigation and the Zaptera settlement. Such costs are difficult to predict with certainty but are expected to continue to be material in the near term.
Previous wording
Our existing cash and cash equivalents, even when supplemented by anticipated near-term grant receipts, are not sufficient to fund our baseline operations for the next twelve months, nor are they sufficient to advance our to advance our vehicle production business plan. These factors continue to raise substantial doubt about our ability to continue as a going concern.
Current wording
Our existing cash and cash equivalents are not sufficient to fund our baseline operations for the next twelve months, nor are they sufficient to advance our vehicle production business plan. These factors continue to raise substantial doubt about our ability to continue as a going concern.
Previous wording
Management’s plan to address our liquidity needs and fund operations over the next twelve months relies primarily on accessing capital through the ELOC (once available) and potentially through other public market financings now that our stock is listed on Nasdaq.
Current wording
Management’s plan to address the Company’s liquidity needs and fund operations over the next twelve months relies primarily on accessing capital through the ELOC and potentially through other public market financings.
Previous wording
To complete vehicle validation and prepare for initial production—including increased spending on engineering, validation, testing, and the hiring of additional sales, marketing, and administrative personnel—we estimate that we will require approximately $30 million in additional funding. Following that, we estimate an additional $30-40 million will be required for the remaining production tooling in order to commence low-volume manufacturing. In total, we require approximately $60-70 million to advance through these next two critical pre-production phases. We estimate that the associated work would take approximately 12 to 18 months to complete from the time such capital is fully secured. This capital must be secured in substantial tranches. The ELOC provides a potential mechanism to access capital incrementally, subject to the conditions and limitations previously described.
Current wording
We estimate that we will require an additional $45 million to $50 million to complete vehicle validation and prepare for low-volume production—including increased spending on engineering, validation, testing, production tooling, and the hiring of additional sales, marketing, and administrative personnel. We expect that the associated work would take approximately 12 months to complete from the time such capital is fully secured. While the commencement of the 12 month final production timeline requires securing this capital in substantial tranches, we are proactively deploying current liquidity to procure critical long-lead components and advance validation milestones to compress this timeline where possible. The ELOC provides a potential mechanism to access capital incrementally, subject to the conditions and limitations previously described. Our ability to effectively utilize the ELOC is highly dependent on the trading volume and market price of our Class B common stock.
Previous wording
As of September 30, 2025, the Company’s total liabilities were $7.7 million. Major existing liabilities include $1.2 million in accrued liabilities, $4.1 million in unearned reservation fees, and $1.7 million in lease liabilities. We also had approximately $4.1 million of purchase commitments as of September 30, 2025, which are generally cancellable. For further details on our commitments, see “Commitments and Contingencies” below.
Current wording
As of March 31, 2026, the Company’s total liabilities were $9.3 million. Major existing liabilities include $2.3 million in accrued liabilities, $4.1 million in unearned reservation fees, and $2.3 million in operating lease liabilities.
Previous wording
As of September 30, 2025, we leased approximately 77,000 square feet of office, manufacturing and assembly space at our principal facility in Carlsbad, California under an operating lease agreement that expires April 1, 2027. For the nine months ended September 30, 2025, we recorded $0.8 million of lease expense and expect to record payments of $0.3 million related to this facility for the remainder of the year ending December 31, 2025.
Current wording
As of March 31, 2026, we leased approximately 77,000 square feet of office, manufacturing and assembly space at our principal facility in Carlsbad, California under an operating lease agreement that expires March 31, 2028. For the three months ended March 31, 2026, we recorded $0.3 million of lease expense.
Previous wording
We regularly enter into purchase obligations with vendors and service providers, which represent expected payments and commitments during the normal course of our business. These purchase obligations are generally cancellable with or without notice and without penalty, although certain vendor agreements provide for cancellation fees or penalties. As of September 30, 2025, we had approximately $4.1 million in open purchase orders.
Current wording
We regularly enter into purchase obligations with vendors and service providers, which represent expected payments and commitments during the normal course of our business. These purchase obligations are generally cancellable with or without notice and without penalty, although certain vendor agreements provide for cancellation fees or penalties. As of March 31, 2026, we had approximately $2.2 million in open purchase orders.
Previous wording
As of the date of this Quarterly Report, the Company is a party to a lawsuit with Zaptera and the Company received subpoena related to the SEC Investigation, as described below.
Current wording
As of the date of this Quarterly Report, the Company is responding to a subpoena related to an ongoing SEC Investigation and recently settled a pending lawsuit with Zaptera, as described below.
Previous wording
In August 2024*, Zaptera USA, Inc.* (“Zaptera”) filed a complaint against Aptera Motors Corp. in U.S. District Court for the Southern District of California. Following amendments and motions to dismiss, Zaptera presently asserts claims against Aptera Motors Corp. and certain associated individuals for design patent infringement, misappropriation of trade secrets, and declaratory judgment of patent ownership. It also asserts breach of contract claims against the individuals, but not the Company itself. Zaptera seeks various remedies, including damages and injunctive relief.
Current wording
In August 2024, Zaptera USA, Inc. (“Zaptera”) filed a complaint against Aptera Motors Corp. in the U.S. District Court for the Southern District of California alleging design patent infringement, misappropriation of trade secrets, and declaratory judgment of patent ownership, among other claims.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Aptera Motors Corp. is a public benefit corporation and development stage company focused on the development and commercialization of solar electric vehicles. In October 2025, the Company completed a direct listing of its Class B common stock on The Nasdaq Capital Market.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Comparison of the results for the three months ended September 30, 2025 and September 30, 2024