Item 1.01 Entry into a Material Definitive Agreement.
On
In accordance with the terms of the Sales Agreement, the Company may offer and sell the Shares at any time and from time to time through or to the Agent, as sales agent. Sales of Shares pursuant to the Sales Agreement, if any, will be made in sales deemed to be "at the market" equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through The Nasdaq Global Market, the existing trading market for the Company's common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions.
The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement. The Offering will terminate upon the earlier of (a) the sale of all of the Shares, or (b) the termination by written notice from the Company or by written notice from the Agent to the Company.
Under the terms of the Sales Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross sales price of Shares sold through the Agent under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company intends to use any net proceeds from the Offering for general corporate purposes, including to cover our operating expenses and inventory.
The foregoing description of the Sales Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K. A copy of the opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion ofNelson Mullins Riley & Scarborough LLP . 10.1 Equity Distribution Agreement, dated as ofJanuary 14, 2022 , by and betweenArcimoto, Inc. andCanaccord Genuity LLC . 23.1 Consent ofNelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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