Item
1.01. Entry into a Material Definitive Agreement.
Registered
Direct Offering
On January
18, 2023, Arcimoto, Inc., an Oregon corporation (the “Company”), entered into
securities purchase agreements (the “Purchase Agreements”) with certain investors
(collectively, the “Purchasers”). The Purchase Agreements provide for the
sale and issuance by the Company of an aggregate of: (i) 3,300,000 shares (the “Shares”)
of the Company’s common stock, no par value per share (the “Common Stock”),
(ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 700,000
shares of Common Stock and (iii) warrants (the “Common Warrants” and, together
with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase
up to 4,000,000 shares of Common Stock. The offering price per Share and associated Common Warrant is $3.00 and the offering price per
Pre-Funded Warrant and associated Common Warrant is $2.9999.
The Pre-Funded
Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.0001 per share, and may be
exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Common Warrant has an exercise price of $3.00 per
share, will be exercisable immediately upon issuance subject to certain ownership limitations and will expire on the fifth anniversary
of the date on which the Common Warrants become exercisable.
The offering is expected to result in gross proceeds to the Company of
approximately $12.0 million. The net proceeds to the Company from the offering are expected to be approximately $11.1 million, after deducting
placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds
from the offering to repay the convertible note with 3i, LP (the “Note”), and the remainder of the proceeds for working capital
and general corporate purposes. The Note has a maturity date of August 31, 2024, as further described in the Company’s Form 8-K
filed September 1, 2022.
The
Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors, officers,
and five percent (5%) stockholders of the Company, pursuant to lock-up agreements (the “Lock-Up Agreements”), agreed
not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following
the closing of the offering.
On January
18, 2023, the Company also entered into a placement agent agreement (the “Placement Agent
Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”).
Pursuant to the terms of the Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the
sale of the Securities. The Company will pay the Placement Agent a cash fee equal to 7.0% of the aggregate purchase price paid by any
and all Purchasers in connection with the sale of the Securities and will reimburse the Placement Agent for certain of its expenses in
an aggregate amount up to $75,000 as well as non-accountable expenses equal to $15,000.
The Placement Agent Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination
provisions.
Pursuant
to the Purchase Agreements and the Placement Agent Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not
conduct any issuances of Common Stock for a period of ninety (90) days following the closing of the offering and that (ii) it will not
enter into an at-the-market offering or variable rate transaction for a period of one year following the closing of the offering.
The offering
is being made pursuant to a registration statement on Form S-3 (File No. 333-261955), which was filed by the Company with the Securities
and Exchange Commission on December 30, 2021, and declared effective on January 13, 2022, as supplemented by a prospectus supplement dated
January 18, 2023.
The Placement Agent Agreement,
form of Securities Purchase Agreement, form of Lock-Up Agreement, form of Pre-Funded Warrant, and form of Common Warrant, are filed as
Exhibits 1.1, 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The
above descriptions of the terms of the Placement Agent Agreement, Purchase Agreements, Lock-Up Agreements, Pre-Funded Warrants, and Common
Warrants are qualified in their entirety by reference to such exhibits.