Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On
The Pre-Funded Warrants are immediately exercisable subject to certain ownership
limitations, have an exercise price of
The offering is expected to result in gross proceeds to the Company of
approximately
The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors, officers, and five percent (5%) stockholders of the Company, pursuant to lock-up agreements (the "Lock-Up Agreements"), agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the offering.
On
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
Pursuant to the Purchase Agreements and the Placement Agent Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not conduct any issuances of Common Stock for a period of ninety (90) days following the closing of the offering and that (ii) it will not enter into an at-the-market offering or variable rate transaction for a period of one year following the closing of the offering.
The offering is being made pursuant to a registration statement on Form S-3
(File No. 333-261955), which was filed by the Company with the
The Placement Agent Agreement, form of Securities Purchase Agreement, form of Lock-Up Agreement, form of Pre-Funded Warrant, and form of Common Warrant, are filed as Exhibits 1.1, 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Purchase Agreements, Lock-Up Agreements, Pre-Funded Warrants, and Common Warrants are qualified in their entirety by reference to such exhibits.
1 Item 8.01. Other Events.
The Company issued a press release announcing the offering of its securities on
Item 9.01. Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Placement Agent Agreement, datedJanuary 18, 2023 , betweenArcimoto, Inc. and A.G.P./Alliance Global Partners 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 5.1 Opinion ofNelson Mullins Riley & Scarborough LLP 10.1+ Form of Securities Purchase Agreement 10.2 Form of Lock-Up Agreement 23.1 Consent ofNelson Mullins Riley & Scarborough LLP (contained in Exhibit 5.1) 99.1 Press Release, datedJanuary 17, 2023 99.2 Press Release, datedJanuary 18, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and
will be furnished on a supplemental basis to the Securities and Exchange
Commission upon request. 2
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