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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): June 17, 2022

 

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.)

 

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

 

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))

 

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

 

 

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. ☐ 

 

 

 

Item 8.01 Other Events.

 

On June 17, 2022, Arcimoto, Inc. (the “Company”) called to order its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock in order to a constitute quorum. The Company adjourned the 2022 Annual Meeting until July 1, 2022 at 9:00 a.m. PDT.

 

The record date for the 2022 Annual Meeting remains April 20, 2022. Shareholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.

No changes have been made in the proposals to be voted on by shareholders at the Annual Meeting. The Company strongly encourages all of its shareholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2022 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

On June 21, 2022, the Company issued a press release to announce the adjournment, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01. Exhibits.

 

Exhibit 99.1   Press Release Dated June 21, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

1

 

 

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: June 21, 2022 By: /s/ Mark Frohnmayer
    Mark Frohnmayer
    Chief Executive Officer

 

 

 

2

Exhibit 99.1

 

 

Arcimoto Announces Adjournment of 2022 Annual Meeting of

Shareholders Due to Lack of Quorum

 

EUGENE, Ore., June 21, 2022 – Arcimoto, Inc.® (NASDAQ: FUV), makers of rightsized, outrageously fun, ultra-efficient electric vehicles for moving people and stuff, announced that the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), on June 17, 2022 at 9:00 a.m. PDT was convened and adjourned, without any business being conducted, due to lack of the required quorum.

 

A quorum consists of a majority of the shares entitled to vote. There were fewer than a majority of shares entitled to vote present, either in person or by proxy at this meeting. The 2022 Annual Meeting therefore had no quorum and the meeting was again adjourned to 9:00 a.m. PDT on Friday, July 1 to allow additional time for the Company’s shareholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on May 20. During the current adjournment, the Company expects to continue to solicit votes from its shareholders with respect to the proposals set forth in the Company’s proxy statement.

 

Only shareholders of record, as of the record date, April 20, are entitled to and are being requested to vote. Proxies previously submitted in respect of the 2022 Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

 

If the number of additional shares of common stock voted at the adjourned 2022 Annual Meeting is not sufficient to reach a quorum, the Company may seek to adjourn the 2022 Annual Meeting again, which will require the Company to incur additional costs.

 

About Arcimoto, Inc.

 

Arcimoto is a pioneer in the design and manufacture of rightsized, ultra-efficient, incredibly fun electric vehicles for everyday mobility. Built on the revolutionary three-wheel Arcimoto Platform, our vehicles are purpose-built for daily driving, local delivery, and emergency response, all at a fraction of the cost and environmental impact of traditional gas-powered vehicles. Based in Eugene, Oregon, the Arcimoto team is dedicated to creating world-class EVs that make the world a better place. For more information, please visit Arcimoto.com.

 

Important Information

 

This material may be deemed to be solicitation material in respect of the 2022 Annual Meeting to be reconvened and held on July 1, 2022. In connection with the 2022 Annual Meeting, the Company filed a definitive proxy statement with the SEC on May 20, 2022. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE 2022 ANNUAL MEETING. The definitive proxy statement was mailed to shareholders who are entitled to vote at the 2022 Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the 2022 Annual Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at sec.gov.

 

Forward-Looking Statements

 

This release may contain forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. These forward-looking statements reflect the Company’s current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company’s most recent Forms 10-Q and 10-K and subsequent filings with the U.S. Securities and Exchange Commission for further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.

 

Public Relations Contact:

Megan Kathman

(651) 785-3212

pr@arcimoto.com

 

Investor Relations Contact:

investor@arcimoto.com