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~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): February 21, 2024~~1934

Date of Report (Date of earliest event reported): April 2, 2024

ARCIMOTO, INC.

(Exact name of registrant as specified in its charter)

Oregon

(State or other jurisdiction of incorporation)

001-38213		26-1449404
(Commission File Number)		(IRS Employer
		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 The Nasdaq Stock Market LLC

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 1.01 ~~Notice~~Entry ofinto ~~Delisting of Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On April ~~February 21~~2, 2024, Arcimoto, Inc., an Oregon corporation (the “Company”) ~~received~~or a“Arcimoto”), entered ~~letter~~into ~~from~~Exchange ~~the~~Agreements ~~Listing Qualifications Staff~~ (the “~~Staff~~Exchange Agreements”) with certain holders of its warrants for the ~~Nasdaq~~purchase of shares ~~Stock~~of ~~Market~~common ~~LLC~~stock. ~~(“Nasdaq”)~~Pursuant ~~indicating~~to ~~that~~the terms of the ~~stockholders’~~Exchange ~~equity~~Agreements, ~~had~~the ~~fallen~~warrant ~~below~~holders ~~$10,000,000~~exchanged ~~and,~~such aswarrants for a ~~result,~~number of shares ~~the~~of Company iscommon ~~not~~stock inor ~~compliance~~pre-funded ~~with~~warrants ~~Nasdaq~~equal ~~Listing~~to ~~Rule 5450~~(bx)~~(1)(A).~~ ~~Nasdaq’s~~the ~~notice~~Black ~~has~~Scholes novalue ~~immediate~~of ~~effect~~the onwarrants multiplied by the ~~listing~~ number of warrants (y) divided by the ~~Company’s~~closing price of the Common Stock on ~~Nasdaq~~April 1, 2024. A total of 6,180,558 warrants were exchanged for a total of 2,958,588 shares of common stock and 2,921,749 pre-funded warrants. The transaction closed on April 2, 2024. The form of Exchange Agreement is attached hereto as Exhibit 10.1.

~~The~~Item ~~Company has 45 calendar~~302 ~~days~~Unregistered toSales ~~submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension~~ of upEquity ~~to 180 calendar days from February 21, 2024 to evidence compliance~~Securities. Alternatively, the Company may attempt to regain compliance by transferring to the Nasdaq Capital Market. To qualify, the Company would need to submit a Transfer Application and a $5,000 application fee. In addition, the Company would be required to meet the continued listing requirement and all other initial listing standards for initial listing on the Nasdaq Capital Market.

IfThe ~~the~~information ~~Staff~~relating ~~concludes that~~to the ~~Company~~issuance of ~~will~~securities ~~not~~pursuant beto ~~able~~the toExchange ~~cure~~Agreements ~~the~~disclosed ~~deficiency,~~in orItem ~~should~~1.01 ~~the~~of ~~Company~~this ~~determine~~Current ~~not~~Report toon ~~submit~~Form a8-K ~~transfer~~is ~~application~~incorporated orby ~~make~~reference ~~the~~into ~~required~~this ~~representation,~~Item ~~the~~3.02. ~~Staff~~The ~~will~~shares ~~provide~~of ~~notice~~common ~~that~~stock ~~the~~and ~~Company’s~~pre-funded ~~securities~~warrants ~~will~~were beissued ~~subject~~upon toan ~~delisting.~~exemption ~~The~~from ~~Company~~registration under Section ~~intends~~3(a)(9) toof ~~submit~~the aSecurities ~~plan~~Act toof ~~regain~~1933, ~~compliance~~as amended.

1Item 9.01. Exhibits.

~~SIGNATURES~~(d) Exhibits.

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.

Exhibit No.		Description
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	ARCIMOTO, INC.
Date: February 23, 2024	By:	/s/ Christopher Dawson
		Christopher Dawson
		Chief Executive Officer

SIGNATURES

2Pursuant 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 3, 2024	By:	/s/ Christopher W. Dawson
		Christopher W. Dawson
		Chief Executive Officer

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