Current Report Filing (8-k)
January 28 2020 - 04:06PM
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):
January 22, 2020
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)
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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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 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 22, 2020,
Mr. Jeff Curl resigned as a member of the board of directors (the “Board”) of Arcimoto, Inc. (the “Company”),
and of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Company, effective immediately.
Mr. Curl was an independent director and was Chair of the Audit Committee and considered its financial expert.
On January 23, 2020,
the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of Mr. Curl’s resignation, it was
not in compliance with (i) Nasdaq Listing Rule 5605(b)(1), which requires the Company’s Board to consist of a majority of
independent directors, and (ii) Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to have at
least three members, each meeting independence and certain other criteria, at least one of whom is a financial expert. The resignation
of Mr. Curl has left the Board with two independent directors and two non-independent directors, and has left the Audit Committee
with only two independent directors, neither of which has been previously determined to be a financial expert.
Under Nasdaq Listing
Rules 5605(b)(1)(A) and 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with each of Nasdaq Listing
Rules 5605(b)(1) and 5605(c)(2)(A), respectively, which cure periods will expire upon the earlier of the Company’s next annual
meeting of stockholders or January 22, 2021, provided that if the annual meeting of stockholders is held on or before July 20,
2020, the Company must evidence compliance no later than July 20, 2020.
On January 27, 2020,
Nasdaq issued a letter to the Company confirming the Company’s noncompliance with Nasdaq Listing Rules 5605(b)(1)(A) and
5605(c)(4)(B) as a result of Mr. Curl’s resignation and the cure periods by which the Company must regain compliance.
The Board intends
to identify a candidate to replace Mr. Curl and to appoint a new director who satisfies both the independence requirements and
the audit committee financial expert requirement within the cure period provided under Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4)(B).
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described above in Item
3.01, on January 22, 2020, Mr. Jeff Curl resigned as a member of the Company’s Board, Audit Committee, Compensation Committee
and Nominating and Governance Committee, effective immediately.
Mr. Curl confirmed that
his resignation is for personal reasons and did not result from any disagreement with the Company or its auditors on any matter
relating to the Company’s operations, policies or practices, including its internal controls or financial matters.
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: January 28, 2020
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By:
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/s/ Mark Frohnmayer
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Mark Frohnmayer
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Chief Executive Officer
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