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): November 11, 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 3.03 Material Modification to Rights of Security Holders
Please see Item 5.03 below for a description of this matter, the contents of which are incorporated by reference as if fully set forth herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 11, 2022, Arcimoto, Inc. (the “Company”) approved the Fourth Articles of Amendment (the “Amendment”) to its Second Amended and Restated Articles of Incorporation, which will (a) increase the number of authorized shares of common stock, no par value, of the Company (“Common Stock”) from 100,000 to 200,000, (b) decrease the number of shares of Common Stock which shall constitute a quorum for the transaction of business at any meeting of stockholders from a majority to one-third and (c) effect a one-for-20 Reverse Split (as defined below) of the Common Stock which will become effective at 5:01 PM Eastern Time on November 29, 2022, after the close of trading on The Nasdaq Global Market (“Nasdaq”).
As a result of the Reverse Split, every 20 shares of Common Stock issued and outstanding will be converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will instead receive a full share of Common Stock.
The Reverse Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. The Reverse Split will affect all shareholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the issuance of full shares of Common Stock in lieu of fractional shares). All outstanding options, restricted stock units, deferred stock units, warrants, convertible notes and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the Reverse Split, as required by the terms of each security. The number of shares available to be awarded under Arcimoto’s Second Amended and Restated 2012 Employee Stock Benefit Plan, Amended and Restated 2015 Stock Incentive Plan, 2018 Omnibus Stock Incentive Plan and 2022 Omnibus Stock Incentive Plan will also be appropriately adjusted.
The Common Stock will begin trading on Nasdaq on a post-reverse split basis when the market opens on November 30, 2022. The new CUSIP number for the Class A common stock will be 039587209.
The foregoing brief description is qualified in its entirety by the text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 11, 2022, the Company held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, all proposals were approved. The proposals below are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission October 21, 2022 for the Special Meeting (the “Proxy Statement”). The final results were as follows:
| a) | For purposes of complying with Nasdaq Listing Rule 5635(d), approval of the full issuance of shares of Common Stock issuable by the Company pursuant to the Convertible Notes and the Warrants, as defined in the Proxy Statement: |
| For | Against | Abstained | Broker Non-Vote | |||
| 15,456,655 | 203,144 | 45,788 | 10,873,063 |
| b) | For purposes of complying with Nasdaq Listing Rule 5635(d), approval of the full issuance of shares of Common Stock issuable by the Company pursuant to the Company’s Equity Line of Credit, as defined in the Proxy Statement: |
| For | Against | Abstained | Broker Non-Vote | |||
| 15,456,595 | 205,363 | 43,629 | 10,873,063 |
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| c) | Approval of an amendment to the Arcimoto, Inc. Second Amended and Restated Articles of Incorporation that increases the number of shares of common stock from 100,000,000 to 200,000,000 shares: |
| For | Against | Abstained | ||
| 24,128,109 | 2,269,677 | 180,864 |
| d) | Approval of an amendment to the Arcimoto, Inc. Second Amended and Restated Articles of Incorporation to decrease the number of shares of the Company’s Common Stock which shall constitute a quorum for the transaction of business at any meeting of stockholders from a majority to one-third: |
| For | Against | Abstained | ||
| 24,903,060 | 1,518,495 | 157,095 |
| e) | Approval of an amendment to the Arcimoto, Inc. Second Amended and Restated Articles of Incorporation to authorize the Company’s board of directors to combine outstanding shares of the Company’s Common Stock into a lesser number of outstanding shares (the “Reverse Split”) by a ratio of not less than one-for-five and not more than one-for-twenty, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion: |
| For | Against | Abstained | ||
| 25,396,844 | 979,874 | 201,932 |
Item 8.01 Other Events.
On November 14, 2022, the “Company distributed a press release announcing that it will effect the Reverse Split in a ratio of one-for-20 with an effective time of November 29, 2022 at 5:01 p.m. EST, after the close of trading on Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Fourth Articles of Amendment to Second Amended and Restated Articles of Incorporation. | |
| 99.1 | Press Release Announcing Reverse Stock Split Dated November 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 14, 2022 | By: | /s/ Jesse Fittiapldi |
| Jesse Fittiapldi | ||
| Interim Chief Executive Officer | ||
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Exhibit 3.1
FOURTH ARTICLES OF AMENDMENT TO
THE SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ARCIMOTO, INC.
Registry Number: 478709-93
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 (the “First Amended Term”):
“4.1 Number of Shares. The Company is authorized to issue 200,000,000 shares of Common Stock, without par value, and 5,000,000 shares of Preferred Stock, without par value.”
3. The Restated Articles of the Company are amended by adding a new Article X, which shall read in its entirety as follows (the “Second Amended Term”):
“Article X. Quorum.
a. One-third (1/3) of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at any shareholders’ meeting. If a person attends a meeting for the express purpose of objecting to transacting any business on the grounds that the meeting was not lawfully called or convened, the shares held by that person or represented by a proxy given to that person shall not be included for purposes of determining whether a quorum is present. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting as provided above, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof, unless a new record date is or must be set for the resumed meeting. The persons present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough persons to leave less than a quorum.
b. In the absence of a quorum, a majority of the shares represented in person or by proxy may adjourn the meeting from time to time until a quorum shall attend. Any business that might have been transacted at the original meeting may be transacted at the resumed meeting if a quorum exists.”
4. The Restated Articles of the Company are amended to include a new Article XI, which shall read in its entirety as follows (the “Third Amended Term”):
At 5:01 p.m. Eastern Time on November 29, 2022 (the “Effective Time”), each 20 shares of Common Stock issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of common stock in lieu of such fractional share.
The Reverse Stock Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Stock Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Stock Split are either delivered to the Company, or the holder notifies the Company that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.
5. Upon the recommendation of the Company’s board of directors, the shareholders of the Company approved and adopted this amendment on November 11, 2022 at the Company’s special meeting of shareholders (the “Special Meeting”). Of the 45,560,514 shares of the Company’s Common Stock outstanding and entitled to vote together at the Special Meeting, 24,128,109 shares were voted for the First Amended Term and 2,269,677 shares were voted against the First Amended Term, 24,903,060 shares were voted for the Second Amended Term and 1,518,495 shares were voted against the Second Amended Term and 25,396,844 shares were voted for the Third Amended Term and 979,874 shares were voted against the Third Amended Term.
6. Principal Place of Business
2034 West 2nd Avenue
Eugene, Oregon 97402
7. Individual with Direct Knowledge
Douglas M. Campoli
c/o Arcimoto, Inc.
2034 West 2nd Avenue
Eugene, Oregon 97402
8. This amendment to the Restated Articles shall be effective on filing.
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: | ||
| Name: | John W. Dorbin, Jr. | |
| Title: | Chief Legal Officer of Arcimoto, Inc. |
Exhibit 99.1
Arcimoto Announces Board’s Approval of Reverse Stock Split Ratio and Effectiveness Date
EUGENE, Ore., November 14, 2022 – Arcimoto, Inc.® (“Arcimoto” or the “Company”) (NASDAQ: FUV), makers of rightsized, outrageously fun, ultra-efficient electric vehicles, today announced that it will effect a one-for-20 reverse stock split (“reverse split”) of its common stock, no par value (“Common Stock”), that will become effective on November 29, 2022 at 5:01 p.m. EST, after the close of trading on The Nasdaq Global Market (“Nasdaq”). On November 30, 2022, the Common Stock will begin trading on a post-reverse split basis on Nasdaq under the existing symbol “FUV.”
The reverse split is primarily intended to bring Arcimoto into compliance with the minimum bid price requirement for maintaining its listing on Nasdaq. The new CUSIP number for the Common Stock following the reverse split will be 039587209.
At Arcimoto’s special meeting of stockholders on November 11, 2022 (the “Special Meeting”), Arcimoto’s stockholders approved the proposal to authorize Arcimoto’s Board of Directors (the “Board”), in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to Arcimoto’s articles of incorporation to, among other things, effect the reverse split at a ratio to be determined by the Board, ranging from one-for-five to one-for-20. On November 11, 2022, the Board approved the reverse split at a ratio of one-for-20 and the Amendment was filed with the Secretary of State of the State of Oregon, which will become effective upon receipt by the Oregon Secretary of State. The reverse split will become effective on November 29, 2022 at 5:01 p.m. EST, after the close of trading on the Nasdaq.
The reverse split will affect all issued and outstanding shares of Common Stock. All outstanding options, restricted stock units, deferred stock units, warrants, convertible notes and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the reverse split, as required by the terms of each security. The number of shares available to be awarded under Arcimoto’s Second Amended and Restated 2012 Employee Stock Benefit Plan, Amended and Restated 2015 Stock Incentive Plan, 2018 Omnibus Stock Incentive Plan and 2022 Omnibus Stock Incentive Plan will also be appropriately adjusted. Following the reverse split, the par value of the Common Stock will remain unchanged at no par value per share. The reverse split will not change the authorized number of shares of Common Stock or preferred stock, although the Amendment also increased the number of authorized shares of Common Stock from 100,000,000 to 200,000,000. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of Common Stock in lieu of such fractional share.
The reverse split will reduce the number of shares of Common Stock issued and outstanding from approximately 51.2 million to approximately 2.6 million.
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 and local delivery, 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.
Safe Harbor / Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions, the Company’s ability to satisfy the various rules and requirements imposed by The Nasdaq Stock Market and unforeseen technical issues that could result in Arcimoto’s Common Stock not trading on the Nasdaq on a post-reverse stock split basis on November 30, 2022 as expected. 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 and include, without limitation, our expectations as to vehicle deliveries, the establishment of our service and delivery network and our expected rate of production. 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 SEC. In addition, such statements could be affected by risks and uncertainties related to, among other things: our ability to manage the distribution channels for our products, including our ability to successfully implement our rental strategy, direct to consumer distribution strategy and any additional distribution strategies we may deem appropriate; our ability to design, manufacture and market vehicle models within projected timeframes given that a vehicle consists of several thousand unique items and we can only go as fast as the slowest item; our inexperience to date in manufacturing vehicles at the high volumes that we anticipate; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; the number of reservations and cancellations for our vehicles and our ability to deliver on those reservations; unforeseen or recurring operational problems at our facility, or a catastrophic loss of our manufacturing facility; our dependence on our suppliers; changes in consumer demand for, and acceptance of, our products: changes in the competitive environment, including adoption of technologies and products that compete with our products; the overall strength and stability of general economic conditions and of the automotive industry more specifically; changes in laws or regulations governing our business and operations; costs and risks associated with potential litigation; and other risks described from time to time in periodic and current reports that we file with the SEC. 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.
Public Relations Contact:
Megan Kathman
(651) 785-3212
pr@arcimoto.com
Investor Relations Contact:
investor@arcimoto.com