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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): January 21, 2023

 

ARCIMOTO, INC.

(Exact name of registrant as specified in its charter)

 

Oregon

(State or other jurisdiction of incorporation)

 

001-38213   26-1449404
(Commission File Number)   (IRS Employer
  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 January 21, 2023, Arcimoto, Inc. (the “Company”) distributed a newsletter that provided a general update on the Company. A copy of the newsletter is attached and incorporated herein by reference.

 

On January 23, 2023, the Company distributed a press release which announced unaudited fourth quarter and full year 2022 results for customer deliveries. In the fourth quarter of 2022, 89 customer vehicles were delivered, which represents a 20 percent increase over the 73 customer vehicles delivered in third quarter 2022. For the year, Arcimoto delivered 228 customer vehicles. A copy of the press release is attached and incorporated herein by reference.

  

Caution With Respect To 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. 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 product 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.

 

Item 9.01. Exhibits.

 

(d)

 

Exhibit 99.1   Newsletter of January 21, 2023
Exhibit 99.2   Press Release dated January 23, 2023

 

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: January 23, 2023 By: /s/ Jesse Fittipaldi
    Jesse Fittipaldi
    Interim Chief Executive Officer

 

2

 

 

EXHIBIT INDEX

 

 

Exhibit No.  Description
99.1  Newsletter of January 21, 2023
99.2  Press Release dated January 23, 2023

 

 

3

 

 

 

 

Exhibit 99.1

 

Dear Stakeholder,

 

Greetings from Arcimoto. 2022 was simultaneously the most successful and challenging year in our history. As we kick off 2023 we’d like to share with you some highlights from the past year as well as some of our goals for the year to come.

 

But first, we wanted to share that we worked with A.G.P./Alliance Global Partners to raise additional capital through a public stock offering that closed with a gross proceeds of approximately $12 million. We intend to use the net proceeds from the offering to repay the convertible note with 3i, LP and the remainder of the proceeds for working capital and general corporate purposes.

 

We have paused vehicle production at this time as we prepare production for our 2023 vehicles. However, while production is on pause, vehicle sales are ongoing. We have existing new vehicle inventory and are happy to announce we just launched used vehicle availability as we refresh our marketing and rental fleet in 2023! If you’ve always wanted a FUV, now is the time!

 

Now, on to the highlights.

 

2022 Company Highlights

 

Q4 2022 was our most successful quarter yet with 89 delivered vehicles, a 20% increase from Q3 of 74 and ending 2022 with 228 new happy owners across the U.S.! Despite ongoing supply chain challenges and funding concerns, we broke all previous sales records. Between consumer, commercial, and rental vehicles, we now have more than 500 Arcimotos on the road today.

 

Let’s take a look back. In 2022, we opened vehicle sales in Hawaii, New York, New Jersey, Pennsylvania, Maryland, Virginia, Georgia, and Washington D.C., marking the largest sales expansion in Arcimoto history. We’ll have an update later this year on more state openings as we expand our delivery and service areas across the country.

 

Key to that success has been our innovative marketing program affectionately known internally as “Butts in Seats.” The FUV is certainly unlike any other vehicle on the road today. While it turns heads everywhere it goes, it needs to be driven to be believed. This year, a record-high number of new people drove the FUV for the first time. We achieved over 5,000 “Butts in Seats” through a combination of large industry events, private demo drives, and, of course, through our rental program.

 

Another key driver has been our new vehicle financing program with our partner Freedom Road Financial, one of the largest U.S. powersports lending companies. The simple, straightforward, and fast application process, along with some of the lowest rates in the industry, has already made it easier for new customers to own an FUV. You can see all of our financing options at Arcimoto.com/finance.

 

On the rental front, we opened several new high-profile locations, including our first Hawaii locations: Arcimoto Honolulu and Arcimoto Kaua’i at the Royal Sonesta Kaua’i Resort Lihue. Other new locations include Los Angeles, Temecula Wine Tours, at the Eugene Hyatt Oakway Center hotel, and our newest location, with our friends GoCar Tours in Las Vegas. Believe us when we say there is nothing quite like cruising the Las Vegas Strip with a group of friends in a flock of FUVs. Looking ahead, we’ll continue to target world-class destinations and partners as part of our rental program, a key pillar of our business overall. You can check out all our rental locations at Arcimoto.com/rent.

 

 

 

 

And that’s just the beginning. In February, we unveiled the D1 driverless delivery vehicle with our partner Faction. The D1 combines autonomy with remote human teleoperation, retaining the Deliverator’s capabilities of a 75 mph top speed and 102 city miles of range while transporting up to 500 pounds of cargo. The D1 is just about as cost-effective as it gets for local delivery, especially compared to large, legacy ICE delivery vehicles. The D1 is already in operation in the San Francisco Bay Area, and is coming soon to Las Vegas, Orlando, Fla., and Scottsdale, Ariz., and we look forward to sharing more updates with you later this year.

 

 

 

On the legislative front, we’ve been working with lawmakers across the country to make purchasing an FUV as simple and affordable as possible. Our main legislative goals are to qualify Arcimoto vehicles for any and all available tax rebates on both the state and federal level. In 2022, we helped update the autocycle laws in New York, Utah, Alabama, and Maryland. In Maryland, the FUV will also be eligible for the state’s electric-vehicle excise tax credits for zero-emission vehicles for up to $2,000, or the maximum excise tax paid, whichever is lower. The excise tax credits will begin on July 1, 2023, and run through June 30, 2027.

 

Looking ahead, 2023 is going to be an important year for Arcimoto. As we continue our efforts directed on our core products, the FUV and Deliverator, we’re excited to unveil new features to each vehicle, improving overall ride quality, performance, and polish. At the same time, we continue to work on expanding sales to new states, and to lobby for favorable legislation and tax credits for our vehicles across the country.

 

We will continue to focus on core products and programs to rebuild the foundation of the business. We are aiming to create a sustainable business model by reducing spending while building our vehicle order backlog for commercial and consumer customers.

 

Until then, dream big, drive small, and drive safe. Thank you for supporting Arcimoto!

 

Sincerely,

 

Team Arcimoto

 

 

 

Exhibit 99.2

 

 

 

Arcimoto Announces Fourth Quarter 2022 Vehicle Production & Deliveries

 

The fourth quarter saw record customer deliveries and 20 percent increase over the previous quarter.

 

EUGENE, Ore., Jan. 23, 2023 – Arcimoto, Inc.® (NASDAQ: FUV), makers of rightsized, outrageously fun, ultra-efficient electric vehicles, today announced that it delivered 89 customer vehicles in Q4 2022, its most successful quarter yet. This represents a 20 percent increase over the 73 customer vehicles delivered in Q3 2022. For the year, Arcimoto delivered 228 customer vehicles, which increased the total number of Arcimoto vehicles on the road to more than 500. This comes despite ongoing supply chain issues and funding concerns, which Arcimoto partly addressed with the closing of a $12 million public offering on Jan. 20.

 

Arcimoto also introduced the FUV to a record-high number of new drivers with more than 5,000 demo rides over the course of 2022 through a combination of industry events, private demo drives, and customer rentals.

 

“2022 gives confidence to the Team that with our learned sales KPIs, we can better understand how to appropriately scale marketing and production efforts to achieve profitability,” said Jesse Fittipaldi, Arcimoto Interim CEO. “The fresh financial raise and the proven reasonable marketing effort to sell our product gives the team the fortitude to step into 2023 with practical confidence. We will increase our efforts to build the sales backlog and cost down our products knowing the plan is capital efficient and success is plausible.”

 

For the latest company updates, check out our Q3 Stakeholder Webinar. Follow Arcimoto on YouTube, Facebook, Instagram, Twitter, TikTok, and LinkedIn. Investor information about the company, including press releases, stakeholder webcast replays, and more can be found at http://arcimoto.com/ir.

 

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. 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:

pr@arcimoto.com

 

Investor Relations Contact:

investor@arcimoto.com