Current Report Filing (8-k)
June 03 2019 - 04:46PM
Edgar (US Regulatory)
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)
June 3, 2019
ARCIMOTO, INC.
(Exact name of registrant as specified in its
charter)
Oregon
(State or other jurisdiction of incorporation)
001-38213
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26-1449404
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(Commission
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(IRS Employer
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File Number)
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Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, no par value
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FUV
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Nasdaq Capital Market
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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 June 3, 2019, the Company
issued a press release announcing that it had entered into the GoCar Agreement. A copy of the press release is attached and incorporated
herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1 attached hereto, shall be deemed “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Caution With Respect To Forward-looking
Statements:
Statements included in
the press release that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements
within the meaning of the Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended.
The words “may,” “will,” “anticipate,” “expect,” “estimate,” “continue,”
“plan” and “intend,” as well as other similar words and expressions of the future, are intended to identify
forward-looking statements, but other statements not based on historical information may also be considered 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 and include, without
limitation, our expectations as to the development of our relationship with GoCar Tours. 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. 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: the successful ability to interface GoCar’s
technology with our vehicles, our ability to effectively execute on our business plan and growth strategy; 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 dependence on suppliers; 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 maintain quality control over our vehicles and avoid material vehicle recalls; 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; the number of reservations and
cancellations for our vehicles and our ability to deliver on those reservations; and unforeseen or recurring operational problems
at our facility, or a catastrophic loss of our manufacturing facility. 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.
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.
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ARCIMOTO, INC.
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Date: June 3, 2019
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By:
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/s/ Douglas M. Campoli
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Douglas M. Campoli
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Chief Financial Officer
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