Arcimoto Inc (Form: 8-K, Received: 05/16/2019 14:34:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 11, 2019

ARCIMOTO, INC.

(Exact name of registrant as specified in its charter)

Oregon

(State or other jurisdiction of incorporation)

001-38213		26-1449404
(Commission		(IRS Employer
File Number)		Identification No.)

2034 West 2nd Avenue, Eugene, OR 97402

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (541) 683-6293

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, no par value		FUV		Nasdaq Capital Market

Item 3.02

Unregistered Sales of Equity Securities.

Reference is made to the Current Report on Form 8-K of Arcimoto, Inc. (the “Company”) filed on November 21, 2018 in which it was disclosed that Mark Frohnmayer had exchanged 2,000,000 of his shares of Company common stock for 2,000,000 shares of the Company’s Class C preferred stock (the “Class C Preferred Stock”). The terms of the Class C Preferred Stock will automatically convert into 2,000,000 shares of common stock upon the filing of an amendment to the Company’s Restated Articles that increases the number of authorized shares of common stock.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2019, at the Arcimoto, Inc. (the “Company”) annual meeting of shareholders (the “Annual Meeting”), the shareholders approved an amendment to the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan, which was previously adopted by the Board of Directors subject to shareholder approval. A description of the terms and conditions of the plan and the amendment is included in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 1, 2019 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation increasing the number of shares of authorized common stock, no par value per share, from 20,000,000 shares to 60,000,000. The amendment will be effective upon its filing with the Secretary of State of the State of Oregon. The amendment is set forth as Exhibit 3(i) to this Current Report on Form 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 11, 2019. Of the 15,538,765 shares of the Company’s common stock and the 2,000,000 shares of the Company’s Class C Preferred Stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 13,984,102 shares, representing approximately 80% of the total voting power of all of the outstanding common and preferred shares. At the Annual Meeting, the shareholders voted on five proposals, as described in greater detail in the Definitive Proxy Statement and cast their votes as described below.

The following individuals were elected to serve as directors of the Company, each of whom will hold office until the 2020 annual meeting of shareholders and until his or her successor is duly elected and qualified. Votes cast were as follows:

Nominee	For		Withheld		Broker Non-Vote
Mark D. Frohnmayer		11,109,474		18,059		2,856,659
Terry L. Becker		11,107,660		19,873		2,856,659
Jeff Curl		11,106,253		21,280		2,856,659
Joshua S. Scherer		11,094,016		33,517		2,856,659
Jesse G. Eisler		11,109,211		18,322		2,856,659

The proposed amendment to the Company’s Second Amended Articles of Incorporation was approved. Votes cast were as follows:

For				Against				Abstain				Broker Non-Vote
	13,607,207				308,294				68,601				-

The proposed amendment to the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan was approved. Votes cast were as follows:

For				Against				Abstain				Broker Non-Vote
	10,979,227				121,729				26,577				2,856,269

Item 9.01.

Exhibits.

(a)	Financial statements of businesses acquired. N/A
(b)	Pro forma financial information. N/A
(c)	Shell company transactions. N/A
(d)	Exhibits. See Exhibit Index to this report.

Exhibit Index

Exhibit No.		Description
3(i)		Amendment to Second Amended and Restated Articles of Incorporation

SIGNATURES

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

	ARCIMOTO, INC.

Date: May 16, 2019	By:	/s/ Douglas M. Campoli
		Douglas M. Campoli
		Chief Financial Officer

Exhibit 3(i)

SECOND ARTICLES OF AMENDMENT TO

THE SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

ARCIMOTO, INC.

1.		The name of the Company is Arcimoto, Inc. (the “Company”).

2.		The Second Amended and Restated Articles of Incorporation (the “Restated Articles”) of the Company are amended by deleting Section 4.1 of Article IV and replacing it with the following:

		“ 4.1 Number of Shares . The Company is authorized to issue 60,000,000 shares of Common Stock, without par value, and 5,000,000 shares of Preferred Stock, without par value.”

3.		Upon the recommendation of the Company’s board of directors, the shareholders of the Company approved and adopted this amendment on May 11, 2019 at the Company’s annual meeting of shareholders (the “Annual Meeting”). Of the 15,538,765 shares of the Company’s Common Stock and the 2,000,000 shares of the Company’s Class C Preferred Stock outstanding and entitled to vote together at the Annual Meeting, 13,607,207 shares were voted for the amendment and 308,294 shares were voted against the amendment.

4.		Principal Place of Business 2034 West 2nd Avenue Eugene, Oregon 97402

5.		Individual with Direct Knowledge Douglas M. Campoli c/o Arcimoto, Inc. 2034 West 2nd Avenue Eugene, Oregon 97402

6.		This amendment to the Restated Articles shall be effective on May 15, 2019.

I declare as an authorize signer, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any officers, directors, employees or agents of the corporation. This filing has been examined by me and is, to the best of my knowledge and belief true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment or both.

	By:	/s/ Douglas M. Campoli
	Name:	Douglas M. Campoli
	Title:	Chief Financial Officer of Arcimoto, Inc.