Item 1.01 Entry into a Material Definitive Agreement.
On November 24, 2020, Arcimoto, Inc. (the "Company") entered into a Securities
Purchase Agreement with certain institutional investors pursuant to which the
Company agreed to issue in a registered direct offering an aggregate of
1,000,000 shares of the Company's common stock, no par value per share, at a
purchase price per share of $15.25 for aggregate gross proceeds of approximately
$15.25 million (the "Offering"). The Securities Purchase Agreement includes
customary representations, warranties and covenants by the Company.
The Company intends to use the net proceeds from the Offering for general
corporate purposes, including to cover the Company's operating expenses and
Pursuant to an engagement letter agreement (the "Engagement Agreement"), dated
November 23, 2020, by and between the Company and The Special Equities Group, a
division of Bradley Woods & Co. Ltd. (the "Placement Agent"), the Company
engaged the Placement Agent to act as its exclusive agent for the Offering.
Pursuant to the Engagement Agreement, the Company agreed to pay the Placement
Agent a cash fee equal to 5.5% of the gross proceeds received by the Company in
the Offering, totaling approximately $838,750.
The Company offered the shares in the Offering pursuant to the Company's
registration statement on Form S-3 (File No. 333-227683) filed with the
Securities and Exchange Commission (the "Commission") and declared effective by
the Commission on October 17, 2018. A prospectus supplement relating to the
shares of common stock offered pursuant to the Offering was filed with the
Commission on November 24, 2020 (the "Prospectus Supplement").
Nelson Mullins Riley & Scarborough LLP, counsel to the Company, has issued a
legal opinion with respect to the legality of the issuance and sale of the
shares in the Offering (the "Legal Opinion"). A copy of the Legal Opinion, and
the consent included therein, is attached to this Current Report on Form 8-K as
The foregoing descriptions of the Engagement Agreement, the Securities Purchase
Agreement and the Legal Opinion are qualified by reference to the full text of
such agreements which are attached to this report on Form 8-K as Exhibits 1.1,
10.1 and 5.1, respectively, and are incorporated herein by reference in their
This report does not constitute an offer to sell or the solicitation of an offer
to buy, and these securities cannot be sold in any state or jurisdiction in
which this offer, solicitation, or sale would unlawful prior to registration or
qualification under the securities laws of any state or jurisdiction. Any offer
will be made only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
Item 7.01 Regulation FD Disclosure.
On November 24, 2020, the Company issued a press release announcing the
Offering. A copy of the press release is attached as Exhibit 99.1 and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01, including Exhibit 99.1 attached hereto, shall be deemed "furnished"
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Except for historical information, all of the statements, expectations, and
assumptions contained in the press release are forward-looking statements.
Forward-looking statements include, but are not limited to, statements regarding
the closing of the Offering, the potential gross proceeds from the Offering and
the intended use of proceeds from the Offering, as well as statements that
express our intentions, beliefs, expectations, strategies, predictions or any
other statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors discussed from time to time in documents which we file with the
Commission. Any forward-looking statements speak only as of the date on which
they are made, and except as may be required under applicable securities laws,
we do not undertake any obligation to update any forward-looking statements.
Item 9.01. Exhibits.
Exhibit No. Description
1.1 Engagement Agreement, dated November 23, 2020, between the Company and
Bradley Woods & Co. Ltd.
5.1 Legal Opinion of Nelson Mullins Riley & Scarborough LLP
10.1 Form of Securities Purchase Agreement, dated as of November 24, 2020,
by and among the Company and the purchasers party thereto
23.1 Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit
99.1 Press Release dated November 24, 2020
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