Form 8-K - Current report

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): December 6, 2023

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-38612	98-1485035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6060 Silver Drive

Third Floor
Burnaby, British Columbia, Canada

V5H 0H5

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (604) 428-7656

Not applicable
(Former name or former address, if changed since last report)

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 Shares, no par value	SOLO	The Nasdaq Stock Market LLC

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 7.01.

Regulation FD Disclosure.

On December 6, 2023, ElectraMeccanica Vehicles Corp. (the “Company”) released a letter from Susan E. Docherty, the Company’s Chief Executive Officer, to its shareholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such a filing or document.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99.1	CEO Letter, dated December 6, 2023
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 6, 2023	ELECTRAMECCANICA VEHICLES CORP.

	By:	/s/ Michael Bridge
		Michael Bridge
		General Counsel and Corporate Secretary

Exhibit 99.1

December 06, 2023

Dear Shareholders:

I hope by now that many of you have had the chance to review my October update regarding general next steps for ElectraMeccanica. That letter will serve as helpful background for today’s update.

I also hope that you saw our press release last week announcing the resolution of all litigation activity in connection with the electric medium-duty truck manufacturer Tevva Motors Limited.

With the prior effort to combine with Tevva in the rear-view mirror - it’s time to look forward.

I’m pleased to report the following:

The ElectraMeccanica team and Board - despite the obvious distractions - never slowed down on post-Tevva efforts to identify new promising candidates for our still-valid merger strategy. We’ve remained laser focused on taking every step possible to protect shareholder value in the short term and create it over the long term.

There remains a great deal of interest across the larger electrification sector in ElectraMeccanica. High interest rates and a conservative commercial lending environment continue to make our cash and strong balance sheet valuable and attractive to potential merger candidates.

Since the second week in October, 2023, we’ve engaged in methodical talks with over 20 different companies. These comprise both public and private entities across a diverse range of product sets - i.e., we’re evaluating various companies across the broader electrification spectrum. While we share stockholders’ sense of urgency around effecting a transaction, we also are mindful of the importance of careful and thorough due diligence.

We’ve recently narrowed the focus of these efforts to just a handful of electric businesses. We’re conducting detailed, data- and performance-driven evaluations of these candidates right now, including site visits. Others continue to come in, giving us a backup pool of candidates, should we need it.

Additionally, we are taking steps to further reduce our cash burn to even lower levels by year-end.

To positively impact our balance sheet, we are also actively exploring a wider variety of ways to leverage our state-of-the-art, 235,000-square-foot manufacturing facility in Mesa, AZ.

I look forward to providing another update within the next month. Nothing is higher priority than getting ElectraMeccanica back into a viable position with the right merger partner to maximize revenue and profit as we advance electrification. In the meantime, please reach out to our shareholder relations team at: ir@emvauto.com with any questions.

Sincerely,

Susan Docherty, ElectraMeccanica CEO and Board Member

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this letter and oral statements made from time to time by representatives of the Company are or may constitute “forward-looking statements” as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for forward-looking statements. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, our ability to identify, negotiate, and conclude strategic transactions that increase shareholder value, and other risks of the automotive industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities or claims limitations on insurance coverage. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this letter can be found in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this letter and in any document referred to in this letter. This letter shall not constitute an offer to sell or the solicitation of an offer to buy securities.

# # #

Cover	Dec. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2023
Entity File Number	001-38612
Entity Registrant Name	ELECTRAMECCANICA VEHICLES CORP.
Entity Central Index Key	0001637736
Entity Tax Identification Number	98-1485035
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	6060 Silver Drive
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	Burnaby
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5H 0H5
City Area Code	604
Local Phone Number	428-7656
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	SOLO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false