UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 25, 2022, Arcimoto, Inc. (the “Company”) entered into a Convertible Promissory Note (“Note”) with Ducera Investments LLC (“Holder”) whereby the Company will borrow Four and One Half Million Dollars ($4,500,000) at ten percent (10%) per annum interest, compounded quarterly, for a term of five (5) years. Subject to certain conditions, the interest accrues as additional principal on the Note. The Note is an unsecured obligation of the Company. Josh Scherer is a member of Ducera Investments LLC – 2022 Series A, the Holder of the Note, and a member of the Company’s Board of Directors.
The Holder may, at its election, convert the principal plus then-accrued interest into Company common stock at $7.00 per share, upon notice to the Company.
The Company may, at its election, convert the Note to shares of common stock at $7.00 per share provided that the Company’s common stock closes for thirty consecutive days at a price required to provide the Holder with shares having a market value of at least 4.5 times the initial principal amount of Four and One Half Million Dollars ($4,500,000).
If neither party has previously converted the Note, then on maturity the outstanding principal plus accrued interest on the Note shall convert into shares of common stock at the lesser of (i) the Conversion Price (initially $7.00) and (ii) the greater of (x) the per share price required to provide the Holder with shares having a market value of at least 4.0 times the Initial Principal Amount ($4,500,000) upon conversion based on the 10-day volume weighted average price of the Common Stock for the 10-days immediately prior to, but excluding, the Maturity Date and (y) $4.33 (the “Floor Conversion Price”). In the event that the Notes are converted at the Floor Conversion Price, the Company shall also pay to the Holder on the Maturity Date a cash payment equal to (x) the principal amount of the Note at the Maturity Date minus (y) the Converted Equity Market Value (as defined below) divided by four (4).
“Converted Equity Market Value” shall mean the value of the shares of Common Stock delivered to the Holder based on a share price equal to the lower of: (i) 10-day volume weighted average price of the Common Stock for the 10-days immediately prior to, but excluding, the Maturity Date and (ii) the Closing Share Price on the day immediately prior to the Maturity Date.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Convertible Promissory Note, Dated April 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 26, 2022 | By: | /s/ Mark Frohnmayer |
| Mark Frohnmayer | ||
| Chief Executive Officer | ||
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