10/01/2025 | Press release | Distributed by Public on 10/01/2025 14:39
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Certificate of Incorporation
On September 30, 2025, Aptera Motors Corp. (the "Company") filed an Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware. The Company's board of directors and stockholders previously approved the Restated Certificate.
The Restated Certificate amends and restates the Company's certificate of incorporation in its entirety to, among other things include provisions customary for public companies and public benefit corporations.
The foregoing description of the amendments made in the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amended and Restated Bylaws
On September 30, 2025, the Amended and Restated Bylaws previously approved by the Company's board of directors became effective. The Amended and Restated Bylaws amend and restate the Company's bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; (iii) implement certain provisions relating to public benefit corporation status; and (iv) conform to the amended provisions of the Company's Amended and Restated Certificate of Incorporation.
The foregoing description of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.