ELECTRAMECCANICA VEHICLES CORP. (Form: 6-K, Received: 07/14/2020 08:18:53)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2020

Commission File No. 001-38612

ELECTRAMECCANICA VEHICLES CORP.
(Translation of registrant's name into English)

102 East 1st Avenue
Vancouver, British Columbia, V5T 1A4, Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F x

Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨

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Section 1 – Registrant’s Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement.

On July 13, 2020, Electrameccanica Vehicles Corp. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to an existing sales agreement (collectively, the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC (each, an “Agent”) under which the Company may, from time to time, sell common shares of its common stock, no par value per common share (the “Shares”), having an aggregate offering price of up to US$59,900,000 through the Agents.

Sales of Shares, if any, may be made by the Agent designated by the Company in a placement notice (a “Designated Agent”) by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market (“Nasdaq”), the existing trading market for the Shares, or on any other existing trading market for the Shares, and, if expressly authorized by the Company, in negotiated transactions. The Designated Agent will not be permitted to purchase Shares for its own account as principal unless expressly authorized by the Company to do so in a placement notice. Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares from time to time, based upon the Company’s instructions, subject to applicable state and federal laws, rules and regulations, and the rules of Nasdaq.

The Company is not obligated to, and the Company cannot provide any assurances that it will, make any sales of the Shares under the Sales Agreement. The Sales Agreement will terminate upon the earlier of (i) sale of all the Shares through the Agents on the terms and subject to the conditions set forth in the Sales Agreement, or (ii) the termination of the Sales Agreement as permitted therein. The Sales Agreement may be terminated by the Agents or the Company at any time upon ten days’ notice to the other party, or by the Agents at any time in certain circumstances, including the occurrence of a material adverse change in the Company.

The Company will pay the Designated Agent a commission of 3.0% of the gross proceeds from the sale of Shares, and has agreed to provide the Agents with customary indemnification and contribution rights. Pursuant to the Sales Agreement, the Company agreed to reimburse the Agents for certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to exceed US$25,000.

The description of the Amendment to the Sales Agreement does not purport to be complete and is qualified in its entirety by the Amendment which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.

The Shares will be issued pursuant to: the Company’s Registration Statement on Form F-3 (File No. 333-227883) (the “Registration Statement”), previously filed, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 31, 2018; the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated July 13, 2020 filed by the Company with the SEC. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

***

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The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the ability to sell Shares and raise additional funds pursuant to the Sales Agreement. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Sales Agreement, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company’s periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

INCORPORATION BY REFERENCE

Exhibits 5.1, 10.1 and 23.1 to this report on Form 6-K furnished to the SEC are expressly incorporated by reference into the Registration Statement on Form F-3 of the Company (File No. 333-227883), as amended and supplemented.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

5.1		Opinion of McMillan LLP.

10.1		Amendment No. 1 to the Sales Agreement, dated July 13, 2020, by and between Electrameccanica Vehicles Corp., Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC.

23.1		Consent of McMillan LLP (included in Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 13, 2020.

ELECTRAMECCANICA VEHICLES CORP.

		By:	/s/ Baljinder K. Bhullar
		Name:	Baljinder K. Bhullar
		Title:	Chief Financial Officer, Secretary and Director

Exihibit 5.1

Our File No.

1007463-272702-Transaction Documents

July 13, 2020

Electrameccanica Vehicles Corp.

102 East 1^st Avenue

Vancouver, British Columbia, Canada

V5T 1A4

Attention:

Ms. Baljinder K. Bhullar, Chief Financial Officer

Dear Sirs/Mesdames:

Re:

Electrameccanica Vehicles Corp.
Registration Statement on Form F-3
Common shares, no par value

We have acted as legal counsel to Electrameccanica Vehicles Corp. (the “Company”) in connection with the offering (the “Offering”) by the Company of common shares, no par value, of the Company (the “Shares”) having an aggregate offering price of up to US$59,500,000, pursuant to that certain Sales Agreement dated March 27, 2020, as amended on July 13, 2020 (collectively, the “Sales Agreement”), between the Company and each of Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC (each, an “Agent” and, collectively, the “Agents”).

The Shares will be issued pursuant to: the Company’s Registration Statement on Form F-3 (File No. 333-227883) filed by the Company (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) on October 18, 2018 pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the SEC on October 31, 2018; the base prospectus (the “Base Prospectus”) filed as part of the Registration Statement; and the related prospectus supplement dated July 13, 2020 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), as filed with the SEC pursuant to Rule 424(b) under the Securities Act.

This opinion letter is furnished to you at your request in connection with the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5). No opinion is expressed as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

Documents Reviewed

In rendering the opinions set forth below, we have reviewed:

the Sales Agreement;

McMillan LLP ½ Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t 604.689.9111 ½ f 604.685.7084

Lawyers ½ Patent & Trade-mark Agents ½ Avocats ½ Agents de brevets et de marques de commerce

Vancouver ½ Calgary ½ Toronto ½ Ottawa ½ Montréal ½ Hong Kong ½ mcmillan.ca

July 13, 2020

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the Registration Statement and the exhibits attached thereto;

the Prospectus;

the Company’s Notice of Articles and Articles as currently in effect (collectively, the “Articles”);

certain records of the Company’s corporate proceedings as reflected in its minute books, including resolutions of the directors relating to the registration of the Shares and related matters; and

other documents as we have deemed relevant.

In addition, we have relied upon certificates of public officials as to certain questions of fact material to our opinions. For purposes of this opinion, we have not reviewed any documents other than the documents listed above. In particular, except as set forth above, we have not reviewed, and express no opinion on, any document that is referred to or incorporated by reference into the documents reviewed by us.

Assumptions, Limitations and Qualifications

Our opinions expressed herein are subject in all respects to the following assumptions, limitations and qualifications:

all Shares will be offered, issued and sold in compliance with applicable United States federal and state securities laws, and in the manner stated in the Registration Statement and the Prospectus;

at the time of the issuance of any of the Shares, the Company validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation, and has the necessary corporate power and authority to issue such Shares;

in the event that any Shares are issued in uncertificated form, then, within a reasonable time after the issuance or transfer of any such uncertificated Shares, the Company sends to the registered owner thereof any written notice prescribed by the Business Corporations Act (British Columbia), as amended;

at the time of the issuance of any of the Shares, the Articles of the Company are in full force and effect and have not been amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement or other alteration, in each case since the date hereof;

at the time of any offering or sale of any Shares there will be sufficient common shares authorized and unissued under the Company’s then operative Articles and not otherwise reserved for issuance; and

the minute books of the Company reflect all corporate proceedings of the Company, are accurate and up-to-date and correctly reflect the directors and officers of the Company.

July 13, 2020

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In addition, we have assumed:

the legal capacity of all natural persons;

genuineness of all signatures on documents examined by us;

the authenticity of all documents submitted to us as originals;

the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies; and

that the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect.

The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of applicable law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect. In particular, we note that the Shares may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, in effect on the date hereof, which laws are subject to change.

The opinions expressed in this letter are limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company.

Opinion

Based upon and subject to the foregoing, we are of the opinion that when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the respective names or on behalf of the purchasers thereof, and have been issued by the Company against payment therefor in the circumstances contemplated by the Sales Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable.

Consent

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K dated July 13, 2020, and incorporated by reference into the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the Base Prospectus and in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

	Yours truly,


	/s/ McMillan LLP

Exhibit 10.1

AMENDMENT NO. 1 TO THE

SALES AGREEMENT

THIS AMENDMENT NO. 1 TO THE SALES AGREEMENT, dated as of July 13, 2020, is entered into by and among Electrameccanica Vehicles Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Company”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), as sales agent, and Roth Capital Partners, LLC (“Roth”, and together with Stifel, the “Agents”), as sales agent, for whom Stifel is acting as representative (the “Amendment”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sales Agreement (as defined below).

WHEREAS, the Company and the Agents have entered into that certain Sales Agreement, dated March 27, 2020 (the “Sales Agreement”), with respect to the issuance and sale of the Placement Shares; and

WHEREAS, the Company and the Agents desire to amend the Sales Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Agents hereby amend the Sales Agreement as follows:

1. The heading on page 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000” shall be “$59,500,000”.

2. The first sentence of the first paragraph of Section 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000” shall be “$59,500,000”.

3. Schedule 1 of the Sales Agreement (Form of Placement Notice) is amended by adding “, as amended on July 13, 2020” immediately after “dated March 27, 2020”.

4. The first sentence of the Form of Representation Date Certificate pursuant to Section 7(m) of the Sales Agreement is amended to add the words “, as amended on July 13, 2020” immediately after “March 27, 2020”.

5. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended, reflecting this Amendment within two Business Days of the date hereof.

6. The Company shall reimburse the Agents for the fees and disbursements of the Agents’ outside counsel in connection with this Amendment in an amount not to exceed $25,000 in the aggregate without the Company’s prior written approval, which may be by email and which shall not be unreasonably withheld, conditioned or delayed.

7. This Amendment shall be and is hereby incorporated in and forms a part of the Sales Agreement.

8. This Amendment shall be effective as of the date first above written.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission.

10. This Amendment shall, by this express agreement of the parties, be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law provisions of the laws of the State of New York. The Company and the Agents each hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Amendment, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relation thereto, including but not limited to legal process, execution of judgments and other legal remedies.

11. Except as set forth herein, the Sales Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	Electrameccanica Vehicles Corp.

	By:	/s/ Baljinder K. Bhullar
	Name:	Baljinder K. Bhullar
	Title:	Chief Financial Officer

	Stifel, Nicolaus & Company, Incorporated

	By:	/s/ Lewis Chia
	Name:	Lewis Chia
	Title:	Managing Director

	Acting on behalf of itself and as Representative of the Agents