Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On June 3, 2026, Aeva Technologies, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co.…
Filed Jun 4, 2026Accepted Jun 4, 2026, 5:22 PM EDTCIK 1789029Accession 0001193125-26-257768
Aeva’s mission is to bring the next wave of perception to a broad range of applications from automated driving, manufacturing automation and smart infrastructure, to robotics and consumer devices. Aeva is accelerating autonomy with its groundbreaking perception platform that integrates lidar-on-chip technology, system-on-chip processing, and perception algorithms onto silicon leveraging silicon photonics. Aeva 4D LiDAR sensors uniquely detect velocity and position simultaneously, allowing automated devices like vehicles and robots to make more intelligent and safe decisions. For more information, visit www.aeva.com, or connect with us on X or LinkedIn.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2026, Aeva Technologies, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, acting as representative of the underwriters named in the Underwriting Agreement (the “Underwriters”), relating to the offer and sale of 4,494,382 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $22.25 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 674,157 shares at the public offering price.
The Company expects to receive net proceeds from the Offering of approximately $94.4 million, or approximately $108.7 million if the Underwriters exercise in full their option to purchase additional shares, after deducting underwriting discounts and commissions and estimated transaction expenses. The Offering is expected to close on June 5, 2026, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3, filed with the Securities and Exchange Commission (“SEC”) on June 3, 2026, which became automatically effective upon filing (File No. 333-296469) and the base prospectus included therein (the “Registration Statement”), a preliminary prospectus supplement, dated June 3, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and a final prospectus supplement, dated June 3, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
The legal opinion, including the related consent, of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP relating to the validity of the shares of the Common Stock in the Offering is filed as Exhibit 5.1 hereto.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On June 3, 2026, the Company issued a press release to announce a proposed offering of $100.0 million of shares pursuant to the Registration Statement (the “Offering Press Release”). A copy of the Offering Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 3, 2026, the Company also issued a press release to announce that it had priced the Offering (the “Pricing Press Release”). A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Filed exhibits (2)
EX-99.1 (by filename) d94859dex991.htm
EX-99.1
4
d94859dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Aeva Technologies, Inc. Launches Proposed Follow-On Offering
MOUNTAIN VIEW, Calif., June 3, 2026 - Aeva Technologies, Inc. (“Aeva” or the
“Company”, Nasdaq: AEVA), a leader in next-generation sensing and perception systems, today announced the launch of a proposed follow-on public offering of $100,000,000 of shares of its common
stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional $15,000,000 of shares of its common stock at the public offering price less the underwriting discounts and
commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The Company expects to use the net proceeds
from the offering for general corporate purposes, including to meet the accelerating commercial interest in AI infrastructure and Co-Packaged Optics (CPO) in addition to the growing demand for existing
applications.
Morgan Stanley, Goldman Sachs & Co. LLC and Oppenheimer & Co. are acting as book-running managers for the offering.
The securities de…
EX-99.2
5
d94859dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Aeva Technologies, Inc. Announces Pricing of Follow-On Offering
MOUNTAIN VIEW, Calif., June 3, 2026 - Aeva Technologies, Inc. (“Aeva” or the
“Company”, Nasdaq: AEVA), a leader in next-generation sensing and perception systems, today announced the pricing of its follow-on public offering of 4,494,382 shares of its common stock, at a
price to the public of $22.25 per share. Closing of the offering is expected to occur on June 5, 2026, subject to customary closing conditions. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 674,157 shares of its common stock at the public offering price, less the underwriting discounts and commissions. The Company expects to use the net proceeds from
the offering for general corporate purposes, including to meet the accelerating commercial interest in AI infrastructure and Co-Packaged Optics (CPO) in addition to the growing demand for existing
applications.
Morgan Stanley, Goldman Sachs & Co. LLC and Oppenheimer & Co. are acting as book-running managers for the offering.
The securities described above are being offered pursuant to an a…