Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 23, 2021, Arcimoto, Inc. (the "Company") entered into an Asset
Purchase Agreement dated to be effective January 22, 2021 (the "Agreement") with
Tilting Motor Works, Inc., a Washington corporation (the "Seller") and Robert
Mighell, in his individual capacity solely with respect to Section 11(I) of the
Agreement. Pursuant to the terms and conditions of the Agreement, the Seller
will deliver, transfer, assign and convey the Company the Assets (as defined in
the Agreement) and the Company will pay aggregate consideration of $1,750,000
and 604,687 shares of Company common stock, no par value, subject to certain
conditions and adjustments. The Company will assume the Assumed Liabilities (as
defined in the Agreement). The Assets include, but are not limited to all
inventories, machinery and equipment, Intellectual Property (as defined in the
Agreement), general intangibles; furniture and fixtures; office supplies and
equipment, leasehold improvements, prepaid expenses, contract and lease rights,
open purchase orders from customers, claims benefitting Seller with respect to
the business, know-how, tradenames and trademarks, logos, operating data and
records, internet domain names, accounting records and reports, and all of
Seller's rights to the name "Tilting Motor Works."
The Agreement contained certain customary representations and warranties made by
the parties. The Seller and the Company agreed to various customary covenants,
including, among others, covenants regarding non-competition and the
non-solicitation of business relationships. Robert Mighell guaranteed the
Company's indemnification obligations solely with respect to Post-Restricted
Period Fraud Claims (as defined in the Agreement) pursuant to Section 11(I) of
the Agreement.
The foregoing description of the Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to and qualified in its
entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.04
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On January 25, 2021, the Company issued a press release announcing the execution
of the Agreement. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 is being
"furnished" and not "filed" with the SEC for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities under such section.
Furthermore, such information shall not be deemed incorporated by reference in
any filing under the Securities Act, or the Exchange Act, unless specifically
identified as being incorporated therein by reference.
Item 9.01. Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.04 Asset Purchase Agreement, dated January 22, 2021
99.1 Press Release Dated January 25, 2021
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