Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Promissory Note
On June 11, 2023, Arcimoto, Inc., an Oregon corporation (the "Company"), amended
and restated the promissory note dated May 26, 2023 by and between the Company
and Joshua S. Scherer, a member of the Company's board of directors. The amended
and restated promissory note (the "Amended and Restated Note") provides that if
the Amended and Restated Note becomes due because the Company raises third-party
capital in an amount equal to or in excess of $500,000, the principal amount
shall be paid 50% in cash and 50% in the Company's common stock based on the
closing stock price on the maturity date.
The Amended and Restated Note is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The above description of the
terms of the Amended and Restated Note is qualified in its entirety by reference
to such exhibit.
Registered Direct Offering and Concurrent Private Placement
On June 12, 2023, the Company entered into securities purchase agreements (the
"Purchase Agreements") with certain investors (collectively, the "Purchasers").
The Purchase Agreements provide for the sale and issuance by the Company of an
aggregate of 1,470,589 shares (the "Shares") of the Company's common stock, no
par value per share (the "Common Stock"), in a registered direct offering and
warrants (the "Warrants" and, together with the Shares, the "Securities") to
purchase up to 2,941,178 shares of Common Stock in a concurrent private
placement (the transactions contemplated by the Purchase Agreements are referred
to herein as the "Offering"). The offering price per Share and associated
Warrant is $1.70.
Each Warrant has an exercise price of $1.75 per share, will be exercisable six
months after issuance subject to certain ownership limitations and will expire
on the fifth anniversary of the date on which the Warrants become exercisable.
The offering is expected to result in gross proceeds to the Company of
approximately $2.5 million. The net proceeds to the Company from the Offering
are expected to be approximately $2.3 million, after deducting placement agent
fees and expenses and estimated offering expenses payable by the Company. The
Company intends to use $250,000 of the net proceeds from the offering to repay
the Amended and Restated Note, and the remainder of the proceeds for working
capital and general corporate purposes. The Amended and Restated Note matures in
connection with the Offering, as described above, and will be paid in full, with
the remaining principal balance and interest to be settled by the issuance of
181,564 shares of Common Stock.
The Purchase Agreements contain customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties, and termination
provisions.
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Dawson James Securities, Inc. (the "Placement Agent") acted as placement agent
in connection with the offering. The Company will pay the Placement Agent a cash
fee equal to 5.0% of the aggregate purchase price paid by any and all Purchasers
in connection with the sale of the Securities, and warrants to purchase a number
of shares of Common Stock equal to 5% of the Shares (the "Placement Agent
Warrants"). The Placement Agent Warrants have a five-year term, and are
exercisable beginning six months after the closing of the Offering at a price of
$1.87 per share. Additionally, a cash fee equal to 5.0% is payable to the
Placement Agent within 48 hours of the receipt by the Company of any proceeds
from the exercise of the Warrants.
Pursuant to the Purchase Agreements, the Company has agreed that, subject to
certain exceptions, it will not conduct any issuances of Common Stock or common
stock equivalents for a period of ninety (90) days following the closing of the
offering.
The offering of the Shares is being made pursuant to a registration statement on
Form S-3 (File No. 333-261955), which was filed by the Company with the
Securities and Exchange Commission on December 30, 2021, and declared effective
on January 13, 2022, as supplemented by a prospectus supplement dated June 12,
2023.
The private placement of the warrants was made in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act and has not been
registered under the Securities Act, or applicable state securities laws.
Accordingly, the securities issued in the concurrent private placement may not
be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws.
The form of Purchase Agreement, form of Warrant and form of Placement Agent
Warrant, are filed as Exhibits 10.2, 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference. The above
descriptions of the terms of the Purchase Agreements, Warrants, and Placement
Agent Warrants are qualified in their entirety by reference to such exhibits.
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Item 8.01. Other Events.
The Company issued a press release announcing the pricing of the offering on
June 12, 2023. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1* Form of Warrant
4.2* Form of Placement Agent Warrant
5.1 Opinion of Nelson Mullins Riley & Scarborough LLP
10.1* Amended and Restated Promissory Note
10.2*+ Form of Securities Purchase Agreement
23.1 Consent of Nelson Mullins Riley & Scarborough LLP (contained in
Exhibit 5.1)
99.1* Press Release, dated June 12, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Previously filed.
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted
and will be furnished on a supplemental basis to the Securities and Exchange
Commission upon request.
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ARCIMOTO, INC. 
