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 18, 2020
ARCIMOTO, INC.
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
| 001-38213 | 26-1449404 | |
| (Commission | (IRS Employer | |
| File Number) | Identification No.) |
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:
| ☐ | 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 stock, no par value | FUV | Nasdaq Capital Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 18, 2020, Jesse Allen Fittipaldi 45, was made an officer of Arcimoto, Inc. (the “Company”). Beginning April 2020, Mr. Fittipaldi was named Chief Strategy Officer the Company; from 2017 to April, 2020, he was Vice President of the Company, and from 2015 to 2017, he was the Company’s Business Development Lead.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 18, 2020, the Board of Directors of the Company approved and adopted, effective as of such date, the First Amendment to Second Amended and Restated Bylaws which requires the number of directors of the Company to be between five and nine, as determined from time to time by resolution of the Board of Directors.
The foregoing description of the First Amendment to Second Amended and Restated Bylaws is qualified in its entirety by reference to the First Amendment to Second Amended and Restated Bylaws, a copy of which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Exhibit Description | |
| 3.1 | First Amendment to Second Amended and Restated Bylaws |
1
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.
| ARCIMOTO, INC. | ||
| Date: December 28, 2020 | By: | /s/ Mark Frohnmayer |
| Mark Frohnmayer | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | First Amendment to Second Amended and Restated Bylaws |
3
Exhibit 3.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED BYLAWS
OF
ARCIMOTO, INC.
In accordance with resolutions adopted by the Board of Directors of Arcimoto, Inc., an Oregon corporation, (the “Company”), the Second Amended and Restated Bylaws of the Company, adopted July 21, 2017 (the “Bylaws”) are hereby amended as set forth in this First Amendment to Second Amended and Restated Bylaws, effective December 18, 2020.
AMENDMENT
1. Article II, Section 2.1 of the Bylaws is deleted in its entirety and replaced with the following:
“2.1 Number of Directors. The Company’s business and affairs shall be managed and controlled by a Board of Directors. The Board of Directors shall consist of not less than five or more than nine directors. A majority of the Board of Directors shall be Independent Directors, determined in accordance with NASDAQ standards. The number of directors shall be determined from time to time by resolution of the Board of Directors. Each director shall hold office until the earliest of: (a) the election of the director’s successor; (b) the director’s death; or (c) the resignation or removal of the director in accordance with these Bylaws.”
2. Except as amended hereby, all terms and provisions of the Bylaws shall remain in full force and effect.
CERTIFICATION OF BYLAWS
The foregoing First Amendment to Second Amended and Restated Bylaws of Arcimoto, Inc., together with the Second Amended and Restated Bylaws of Arcimoto, Inc., are the Bylaws of the Corporation, and are certified to have been adopted by the Board of Directors of the Corporation effective as of the 18th day of December, 2020.
| /s/ John W. Dorbin, Jr. | |
| John W. Dorbin, Jr. | |
| General Counsel and Secretary |