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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Arcimoto, Inc.    FUV


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ARCIMOTO INC : Entry into a Material Definitive Agreement, Regulation FD Disclosure (form 8-K)

11/24/2020 | 09:31am EST

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 inventory.

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 Exhibit 5.1.

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 entirety.

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.


Forward-looking Statements:

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.

(d) 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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Sales 2020 3,02 M - -
Net income 2020 -15,5 M - -
Net Debt 2020 - - -
P/E ratio 2020 -44,0x
Yield 2020 -
Capitalization 771 M 771 M -
Capi. / Sales 2020 256x
Capi. / Sales 2021 35,3x
Nbr of Employees 117
Free-Float 76,5%
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Income Statement Evolution
Mean consensus OUTPERFORM
Number of Analysts 5
Average target price 12,25 $
Last Close Price 24,21 $
Spread / Highest target -17,4%
Spread / Average Target -49,4%
Spread / Lowest Target -67,0%
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Mark D. Frohnmayer Chairman, President & Chief Executive Officer
Terry L. Becker Chief Operating Officer & Director
Douglas M. Campoli Chief Financial Officer, Secretary & Treasurer
Jesse Grant Eisler Independent Director
Joshua S. Scherer Independent Director
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