Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act.
CUSIP No. 039587100
Page
2
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
WR
Hambrecht Ventures III, L.P.
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
1,088,456
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
1,088,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,088,456
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.8%
(1)
|
12.
|
Type
of Reporting Person
PN
|
1
Based on 15,919,215 shares of common
stock, no par value per share of Arcimoto, Inc. (the “
Common Stock
”) outstanding as of May 8, 2018, as reported
by Arcimoto, Inc., (the “
Issuer
”) in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018
filed with the U.S. Securities and Exchange Commission on May 14, 2018 (the “
Form 10-Q
”).
CUSIP No. 039587100
Page
3
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Hambrecht
Partners Holdings, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
California
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
1,088,456
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
1,088,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,088,456
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.8%
(1)
|
12.
|
Type
of Reporting Person
OO
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
4
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Elizabeth Hambrecht
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
9,832
|
6.
|
Shared
Voting Power
1,088,456
|
7.
|
Sole
Dispositive Power
9,832
|
8
.
|
Shared
Dispositive Power
1,088,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,098,288
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.9%
(1)
|
12.
|
Type
of Reporting Person
IN
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
5
of 23
|
|
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
John Hullar
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
98,323
|
6.
|
Shared
Voting Power
1,088,456
|
7.
|
Sole
Dispositive Power
98,323
|
8
.
|
Shared
Dispositive Power
1,088,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,186,779
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.5%
(1)
|
12.
|
Type
of Reporting Person
IN
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
6
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Paramour Capital
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
100,000
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
100,000
|
8
.
|
Shared
Dispositive Power
0
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
100,000
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.6%
(1)
|
12.
|
Type
of Reporting Person
OO
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
7
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Michael A. Kramer
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
1,188,456
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
1,188,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,188,456
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.5%
(1)
|
12.
|
Type
of Reporting Person
IN
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
8
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
WM Electric Holdings, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
50,000
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
50,000
|
8
.
|
Shared
Dispositive Power
0
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
50,000
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.3%
(1)
|
12.
|
Type
of Reporting Person
OO
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
9
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
William Mayer
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
113,723
|
6.
|
Shared
Voting Power
1,138,456
|
7.
|
Sole
Dispositive Power
113,723
|
8
.
|
Shared
Dispositive Power
1,138,456
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,252,179
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.9%
(1)
|
12.
|
Type
of Reporting Person
IN
|
1
Based on 15,919,215 shares of Common
Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
CUSIP No. 039587100
Page
10
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Ironstone Group, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
79,000
(1)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
79,000
(1)
|
8
.
|
Shared
Dispositive Power
0
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
79,000
(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.5%
(2)
|
12.
|
Type
of Reporting Person
CO
|
|
1
|
Consists
of 5,000 shares of Common Stock subject to options held by Ironstone Group, Inc. (“
Ironstone Group
”) that vest
within 60 days of June 21, 2018.
|
|
2
|
Based
on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
|
CUSIP No. 039587100
Page
11
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
William Hambrecht
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
15,732
|
6.
|
Shared
Voting Power
1,167,456
(1)
|
7.
|
Sole
Dispositive Power
15,732
|
8
.
|
Shared
Dispositive Power
1,167,456
(1)
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,183,188
(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.4%
(2)
|
12.
|
Type
of Reporting Person
IN
|
|
1
|
Consists
of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018.
|
|
2
|
Based
on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
|
CUSIP No. 039587100
Page
12
of 23
1.
|
Name
of Reporting Person
I.R.S.
Identification No. of Above Person (Entities Only)
Thomas Thurston
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
Not
Applicable
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
1,167,456
(1)
|
7.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
1,167,456
(1)
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,167,456
(1)
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not
Applicable
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.3%
(2)
|
12.
|
Type
of Reporting Person
IN
|
|
1
|
Consists
of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018.
|
|
2
|
Based
on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.
|
CUSIP No. 039587100
Page
13
of 23
Arcimoto, Inc. (the “
Issuer
”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
2034 W. 2
nd
Avenue, Eugene, Oregon 97402
|
Item 2(a)
|
Name of Person Filing
|
This Schedule 13G is being filed by:
WR
Hambrecht Ventures III, L.P. (“
WR Hambrecht
”)
Hambrecht
Partners Holdings, LLC (“
HPH
”)
Elizabeth
Hambrecht (“
Ms. Hambrecht
”)
John
Hullar (“
Mr. Hullar
”)
Paramour
Capital (“
Paramour Capital
”)
Michael
A. Kramer (“
Mr. Kramer
”)
WM
Electric Holdings, LLC (“
Electric Holdings
”)
William
Mayer (“
Mr. Mayer
”)
Ironstone
Group, Inc. (“
Ironstone Group
”)
William
Hambrecht (“
Mr. Hambrecht
”)
Thomas
Thurston (“
Mr. Thurston
”)
(collectively, the “
Reporting Persons
”).
|
Item 2(b)
|
Address of Principal Business Office, or if none, Residence
|
WR Hambrecht, HPH, Ms. Hambrecht,
Mr. Hullar, Ironstone Group, Mr. Hambrecht and Mr. Thurston have a principal address of 909 Montgomery Street, 3
rd
Floor,
San Francisco, California 94133. Paramour Capital has a principal address of 1300 Market Streeet, Suite 605, Wilmington, Delaware
19801. Mr. Kramer has a principal address of 499 Park Avenue, 16
th
Floor, New York, New York 10022. Electric Holdings
and Mr. Mayer have a principal address of P.O. Box 4462, Aspen, Colorado 81612.
The Reporting Persons are citizens of:
WR Hambrecht — Delaware
HPH — California
Ms. Hambrecht — USA
Mr. Hullar — USA
Paramour Capital — Delaware
Mr. Kramer — USA
Electric Holdings — Delaware
Mr. Mayer — USA
Ironstone Group — Delaware
Mr. Hambrecht — USA
Mr. Thurston — USA
CUSIP No. 039587100
Page
14
of 23
|
Item 2(d)
|
Title of Class of Securities
|
Common Stock, no par value (“
Common
Stock
”)
039587100
|
Item 3.
|
Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)
|
Not Applicable.
(a) The
Reporting Persons are the beneficial owners of an aggregate of 1,555,066 shares of Common Stock, which represents 9.8% of the Issuer’s
outstanding Common Stock based upon 15,919,215 shares outstanding
on May 8, 2018 as reported
by the Issuer in its Form 10-Q. The Reporting Persons’ b
eneficial ownership consists of 1,088,456 shares of Common
Stock held directly by WR Hambrecht, with HPH as its investment manager and Mr. Mayer as the Chairman, Mr. Hambrecht as the Co-Chairman
and advisory director and Mr. Hullar as Chief Executive Officer and a director of HPH. Mr. Hambrecht also serves as the portfolio
manager and managing partner of WR Hambrecht. He owns 15,732 shares of Common Stock through a revocable trust. Mr. Mayer owns 113,723
shares of Common Stock in his own name and an additional 50,000 shares of Common Stock through his investment fund Electric Holdings.
Ms. Hambrecht is the portfolio manager of WR Hambrecht and also owns 9,832 shares of Common Stock with her spouse. Mr. Hullar is
a Managing Partner and Chief Executive Officer of WR Hambrecht and also owns 98,323 shares of Common Stock through a trust with
his spouse. Mr. Kramer, a member of the Board of Directors of HPH, owns 100,000 shares of Common Stock through Paramour Capital.
Mr. Hambrecht also serves as the President and Chief Executive Officer of Ironstone Group. Ironstone Group holds 74,000 shares
of Common Stock and 5,000 shares of Common Stock underlying an option that is vested within 60 days of June 21, 2018. Mr. Thurston
is a director of both Ironstone Group and the Issuer and owns units of WR Hambrecht.
(b) Percent of class:
WR Hambrecht — 6.8%
HPH — 6.8%
Ms. Hambrecht — 6.9%
Mr. Hullar — 7.5%
Paramour Capital — less than
1%
Mr. Kramer — 7.5%
Electric Holdings — less than
1%
Mr. Mayer — 7.9%
Ironstone Group — less than
1%
Mr. Hambrecht — 7.4%
Mr. Thurston — 7.3%
CUSIP No. 039587100
Page
15
of 23
(c) Number of shares as to which such person has:
(i) Sole power to vote or to
direct the vote:
WR Hambrecht — 0
HPH — 0
Ms. Hambrecht — 9,832
Mr. Hullar — 98,323
Paramour Capital — 100,000
Mr. Kramer — 0
Electric Holdings — 50,000
Mr. Mayer — 113,723
Ironstone Group — 79,000
Mr. Hambrecht
— 15,732
Mr. Thurston
— 0
(ii) Shared power to vote or to direct the vote:
WR Hambrecht — 1,088,456
HPH — 1,088,456
Ms. Hambrecht — 1,088,456
Mr. Hullar — 1,088,456
Paramour Capital — 0
Mr. Kramer — 1,188,456
Electric Holdings — 0
Mr. Mayer — 1,138,456
Ironstone Group — 0
Mr. Hambrecht
— 1,167,456
Mr. Thurston
— 1,167,456
(iii) Sole
power to dispose or to direct the disposition of:
WR Hambrecht — 0
HPH — 0
Ms. Hambrecht — 9,832
Mr. Hullar — 98,323
Paramour Capital — 100,000
Mr. Kramer — 0
Electric Holdings — 50,000
Mr. Mayer — 113,723
Ironstone Group — 79,000
Mr. Hambrecht
— 15,732
Mr. Thurston
— 0
(iv) Shared
power to dispose or to direct the disposition of:
WR Hambrecht — 1,088,456
HPH — 1,088,456
Ms. Hambrecht — 1,088,456
Mr. Hullar — 1,088,456
Paramour Capital — 0
Mr. Kramer — 1,188,456
Electric Holdings — 0
Mr. Mayer — 1,138,456
Ironstone Group — 0
Mr. Hambrecht
— 1,167,456
Mr. Thurston
— 1,167,456
CUSIP No. 039587100
Page
16
of 23
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
Exhibit Index
Exhibit A – Joint Filing Agreement
Exhibit B – Power of Attorney
CUSIP No. 039587100
Page
17
of 23
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 21, 2018
|
WR HAMBRECHT VENTURES III, L.P.
|
|
|
|
|
By:
|
Hambrecht Partners Holdings, LLC its investment manager
|
|
|
|
|
By:
|
*
|
|
Name:
|
William R. Hambrecht
|
|
Title:
|
Managing Partner
|
|
HAMBRECHT PARTNERS HOLDINGS, LLC
|
|
|
|
|
By:
|
*
|
|
Name:
|
William R. Hambrecht
|
|
Title:
|
Co-Chairman
|
|
PARAMOUR CAPITAL
|
|
|
|
|
By:
|
*
|
|
Name:
|
Michael A. Kramer
|
|
Title:
|
Manager
|
|
WM ELECTRIC HOLDINGS, LLC
|
|
|
|
|
By:
|
*
|
|
Name:
|
William
E. Mayer
|
|
Title:
|
Manager
|
CUSIP No. 039587100
Page
18
of 23
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IRONSTONE GROUP, INC.
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By:
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*
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Name:
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William R. Hambrecht
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Title:
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Chairman & CEO
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*
By:
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/s/ William Hambrecht
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William Hambrecht, as Attorney-in-Fact
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CUSIP No. 039587100
Page
19
of 23
Exhibit A
Agreement
Regarding the Joint Filing of Schedule 13G
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance
with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such
party.
Date: June 21, 2018
[
Signature Pages Follow
]
CUSIP No. 039587100
Page
20
of 23
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first written above.
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WR HAMBRECHT VENTURES III, L.P.
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By:
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Hambrecht Partners Holdings, LLC its investment manager
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By:
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*
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Name:
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William R. Hambrecht
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Title:
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Managing Partner
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HAMBRECHT PARTNERS HOLDINGS, LLC
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By:
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*
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Name:
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William R. Hambrecht
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Title:
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Co-Chairman
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PARAMOUR CAPITAL
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By:
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*
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Name:
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Michael A. Kramer
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Title:
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Manager
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WM ELECTRIC HOLDINGS, LLC
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By:
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*
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Name:
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William
E. Mayer
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Title:
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Manager
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CUSIP No. 039587100
Page
21
of 23
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IRONSTONE GROUP, INC.
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By:
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*
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Name:
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William R. Hambrecht
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Title:
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Chairman & CEO
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*
By:
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/s/ William Hambrecht
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William Hambrecht, as Attorney-in-Fact
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CUSIP No. 039587100
Page
22
of 23
Exhibit B
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints William Hambrecht with full power to act singly, his true
and lawful attorney-in-fact, with full power of substitution, to:
(i) sign any and all instruments, certificates
and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity
as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act
of 1934, as amended, and any and all regulations promulgated thereunder;
(ii) file the same (including any amendments
thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission,
and any stock exchange or similar authority; and
(iii) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority
to do and perform each and every act and thing necessary, desirable or appropriate.
Each of the undersigned hereby grant to
the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.
This power of attorney shall remain in
full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF
, the undersigned
has caused this Power of Attorney to be executed as of this 21
st
day of June, 2018.
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WR HAMBRECHT VENTURES III, L.P.
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By:
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Hambrecht Partners Holdings, LLC its investment manager
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By:
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/s/
William
R. Hambrecht
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Name:
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William R. Hambrecht
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Title:
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Managing Partner
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CUSIP No. 039587100
Page
23
of 23
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HAMBRECHT PARTNERS HOLDINGS, LLC
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By:
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/s/
William
R. Hambrecht
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Name:
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William R. Hambrecht
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Title:
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Co-Chairman
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/s/ Elizabeth
Hambrecht
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Elizabeth Hambrecht
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/s/
John Hullar
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John Hullar
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PARAMOUR CAPITAL
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By:
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/s/
Michael
A. Kramer
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Name:
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Michael A. Kramer
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Title:
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Manager
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/s/ Michael
A. Kramer
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Michael A. Kramer
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WM ELECTRIC HOLDINGS, LLC
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By:
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/s/ William
E. Mayer
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Name:
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William
E. Mayer
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Title:
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Manager
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/s/
William
Mayer
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William Mayer
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IRONSTONE GROUP, INC.
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By:
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/s/
William
R. Hambrecht
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Name:
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William R. Hambrecht
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Title:
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Chairman & CEO
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/s/
William
Hambrecht
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William Hambrecht
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/s/
Thomas
Thurston
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Thomas Thurston
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