Item 1.01.
Entry into a Material Definitive Agreement.
Amendment
of Promissory Note
On
June 11, 2023, Arcimoto, Inc., an Oregon corporation (the “Company”), amended and restated the promissory note dated
May 26, 2023 by and between the Company and Joshua S. Scherer, a member of the Company’s board of directors. The amended and restated
promissory note (the “Amended and Restated Note”) provides that if the Amended and Restated Note becomes due because
the Company raises third-party capital in an amount equal to or in excess of $500,000, the principal amount shall be paid 50% in cash
and 50% in the Company’s common stock based on the closing stock price on the maturity date.
The
Amended and Restated Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above
description of the terms of the Amended and Restated Note is qualified in its entirety by reference to such exhibit.
Registered
Direct Offering and Concurrent Private Placement
On June 12, 2023, 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 1,467,576 shares (the “Shares”) of the
Company’s common stock, no par value per share (the “Common Stock”), in a registered direct offering and warrants
(the “Warrants” and, together with the Shares, the “Securities”) to purchase up to 2,935,152 shares
of Common Stock in a concurrent private placement (the transactions contemplated by the Purchase Agreements are referred to herein as
the “Offering”). The offering price per Share and associated Warrant is $1.70.
Each Warrant has an exercise price of $1.75 per share, will be exercisable
six months after issuance subject to certain ownership limitations and will expire on the fifth anniversary of the date on which the Warrants
become exercisable.
The offering is expected to result in gross proceeds to the Company of approximately
$2.5 million. The net proceeds to the Company from the Offering are expected to be approximately $2.3 million, after deducting placement
agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use $250,000 of the net proceeds
from the offering to repay the Amended and Restated Note, and the remainder of the proceeds for working capital and general corporate
purposes. The Amended and Restated Note matures in connection with the Offering, as described above, and will be paid in full, with the
remaining principal balance and interest to be settled by the issuance of 181,564 shares of Common Stock.
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.
Dawson
James Securities, Inc. (the “Placement Agent”) acted as placement agent in connection with the offering. The Company
will pay the Placement Agent a cash fee equal to 5.0% of the aggregate purchase price paid by any and all Purchasers in connection with
the sale of the Securities, and warrants to purchase a number of shares of Common Stock equal to 5% of the Shares (the “Placement
Agent Warrants”). The Placement Agent Warrants have a five-year term, and are exercisable beginning six months after the closing
of the Offering at a price of $1.87 per share. Additionally, a cash fee equal to 5.0% is payable to the Placement Agent within 48 hours
of the receipt by the Company of any proceeds from the exercise of the Warrants.
Pursuant
to the Purchase Agreements, the Company has agreed that, subject to certain exceptions, it will not conduct any issuances of Common Stock
or common stock equivalents for a period of ninety (90) days following the closing of the offering.
The offering of the Shares 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 June 12, 2023.
The
private placement of the warrants was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act
and has not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the
concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or
an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
The form of Purchase Agreement, form of Warrant and form of Placement
Agent Warrant, are filed as Exhibits 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 Purchase Agreements, Warrants, and Placement Agent Warrants are qualified in their
entirety by reference to such exhibits.