Arcimoto Annual Report 2018

Plain-text annual report

2018 Annual Report Included in the 2018 Annual Report: Form 10-K ﬁ led with the U.S. Securities and Exchange Commission on March 29, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 10-K __________________________ (Mark One) (cid:54) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁ scal year ended: December 31, 2018 OR (cid:133) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-38213 __________________________ ARCIMOTO, INC. (Exact name of registrant as speciﬁ ed in its charter) __________________________ Oregon (State or other jurisdiction of incorporation or organization) 26-1449404 (IRS Employer Identiﬁcation No.) 2034 West 2nd Avenue, Eugene, OR 97402 (Address of principal executive offi ces and zip code) (541) 683-6293 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, no par value Name of each exchange of which registered NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None __________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁ ned in Rule 405 of the Securities Act. Yes (cid:133) No (cid:54) Indicate by check mark if the registrant is not required to ﬁ le reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:133) No (cid:54) Indicate by check mark whether the registrant (1) has ﬁ led all reports required to be ﬁ led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁ led such reports), and (2) has been subject to such ﬁ ling requirements for the past 90 days. Yes (cid:54) No (cid:133) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such ﬁ les).Yes (cid:54) No (cid:133) Indicate by check mark if disclosure of delinquent ﬁ lers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in deﬁ nitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:54) Indicate by check mark whether the registrant is a large accelerated ﬁ ler, an accelerated ﬁ ler, a non-accelerated ﬁ ler, a smaller reporting company or an emerging growth company. See the deﬁ nitions of “large accelerated ﬁ ler,” “accelerated ﬁ ler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated ﬁ ler (cid:133) Non-accelerated ﬁ ler (cid:55) Accelerated ﬁ ler (cid:133) Smaller reporting company (cid:55) Emerging growth company (cid:55) 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 ﬁ nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:133) Indicate by check mark whether the registrant is a shell company (as deﬁ ned in Rule 12b-2 of the Exchange Act). Yes (cid:133) No (cid:54) The aggregate market value of the registrant’s common stock held by non-affi liates of the registrant on June 30, 2018 (based on the closing sale price of $4.26 per share on that date), was approximately $30,710,000. Common stock held by each offi cer and director and by each person known to the registrant who owned 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affi liates. This determination of affi liate status is not necessarily conclusive determination for other purposes. The number of shares of the registrant’s common stock outstanding as of March 29, 2019, was 16,338,765. Portions of the registrant’s deﬁ nitive Proxy Statement for its 2018 Annual Meeting of Stockholders currently scheduled to be held on May 11, 2019 are incorporated by reference into Part III hereof. DOCUMENTS INCORPORATED BY REFERENCE [THIS PAGE INTENTIONALLY LEFT BLANK.] Arcimoto, Inc. FORM 10-K For the Annual Period Ended December 31, 2018 TABLE OF CONTENTS PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 2 8 21 21 21 21 PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . Quantitative and Qualitative Disclosures About Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements With Accountants on Accounting and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 22 23 27 27 27 27 28 PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 29 29 29 29 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Item 15. Item 16. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 31 34 i [THIS PAGE INTENTIONALLY LEFT BLANK.] PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are diffi cult to predict. Therefore, actual outcomes and results may, and are likely to, diff er materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this report and in other documents which we ﬁ le with the SEC. In addition, such statements could be aff ected by risks and uncertainties related to: • • • • • • • • • • • • • • • • • • • • • our ability to generate suffi cient cash ﬂ ow during the fourth quarter of 2019 to fund our capital expenditure requirements and continue operations; our ability to identify ﬁ nancing sources in the short term on terms favorable to our Company; our ability to manage the distribution channels for our products, including our ability to successfully implement our rental strategy, direct to consumer distribution strategy and any additional distribution strategies we may deem appropriate; our ability to maintain quality control over our vehicles and avoid material vehicle recalls; the number of reservations and cancellations for our vehicles and our ability to deliver on those reservations; our ability to eff ectively execute our business plan and growth strategy; unforeseen or recurring operational problems at our facility, or a catastrophic loss of our manufacturing facility; our dependence on our suppliers; the volatility of our stock price; changes in consumer demand for, and acceptance of, our products; overall strength and stability of general economic conditions and of the automotive industry more speciﬁ cally, both in the United States and globally; changes in the competitive environment, including adoption of technologies and products that compete with our products; our ability to generate consistent revenues; our ability to design, produce and market our vehicles; our reliance on key personnel; changes in the price of oil and electricity; changes in laws or regulations governing our business and operations; our ability to identify ﬁ nancing sources in the short term on terms favorable to our Company; the number of reservations and cancellations for our vehicles and our ability to deliver on those reservations; our ability to obtain and protect our existing intellectual property protections including patents; changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an eff ect on earnings; 1 • • • • interest rates and the credit markets; our ability to maintain our NASDAQ Capital Market listing; costs and risks associated with litigation; and other risks described from time to time in periodic and current reports that we ﬁ le with the SEC. The foregoing list does not contain all of the risks and uncertainties. Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws; we do not undertake any obligation to update any forward-looking statement to reﬂ ect events or circumstances after the ﬁ ling date of this report. Item 1. Business Overview Arcimoto’s mission is to catalyze the shift to a sustainable transportation system. Since our incorporation, we have been engaged primarily in the design, development and pre-production of ultra-effi cient three-wheeled electric vehicles. Arcimoto was formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation, and later changed its name to Arcimoto, Inc. We went public in September 2017, following the conclusion of a Tier 2 Regulation A stock off ering that netted $18.1 million, after off ering costs. Our shares are listed on the Nasdaq Capital Market under the ticker symbol ‘FUV.’ Thesis Current automotive platforms are ineffi cient by design. Cars can weigh upwards of 4,000 lbs., take up on average almost 50 square feet of space on the road and when parked, and are way overcapacity for vast majority of daily transportation tasks — those involving one or two people, traveling a relatively short distance, with a relatively small amount of stuff . Arcimoto develops and manufactures products tuned for the actual utility needs of everyday driving. By doing so, we aim to deliver meaningfully more effi cient solutions to the market, at a fraction of the total cost of ownership of today’s cars. Platform and Technologies Arcimoto spent its ﬁ rst decade developing and reﬁ ning eight generations of a new three-wheeled electric vehicle platform — a light-footprint, nimble reverse-trike architecture that features a low center of gravity for stability on the road, dual-motor front wheel drive for enhanced traction, can park three to a space while carrying two large adults comfortably, and is more effi cient, by an order of magnitude, than today’s cars. Products Arcimoto is currently developing three vehicle products based on the Arcimoto Platform: the Fun Utility Vehicle® (FUV®), the Rapid Responder™, and the Deliverator™. While intended to serve very diff erent market segments, an estimated 90% of the constituent parts are the same between our three initial products. Fun Utility Vehicle Arcimoto’s ﬂ agship product is the Fun Utility Vehicle. The FUV delivers a thrilling ride experience, exceptional maneuverability, comfort for two passengers with gear, rockstar parking (three to a space), and ultra-effi cient operation, all at an aff ordable price. Over time, we anticipate off ering the FUV with several option packages to meet the needs of a variety of customers. As of December 31, 2018, we had 3,217 pre-orders for production FUVs, representing an increase of 983, or 44%, from the 2,234 pre-orders as of December 31, 2017. As of March 29, 2019, we had 3,883 pre-orders. Evergreen Edition Arcimoto plans to enter the market with the Evergreen Edition FUV. We are leading with a consumer product, because we are a consumer-ﬁ rst brand. We believe individuals should be able to choose more effi cient, more aff ordable, and lighter footprint mobility solutions, so that more of us can participate in the transition to sustainable transportation future. 2 We began taking non-refundable $5,000 reservation payments from our pre-order customers in Oregon, California, and Washington for our ﬁ rst Retail Series FUV off ering, the Evergreen Edition, in February of 2019. The Evergreen Edition is priced at $19,900 with a set options package, targeted to begin production in Q2 2019. As of the end of Q1, we have conﬁ rmed reservations for our planned Q2 production capacity of 100 Evergreen Edition FUVs, and have begun taking reservations for Q3 production. Rapid Responder The Rapid Responder was announced on February 15, 2019. The pure-electric Rapid Responder is developed on the Arcimoto platform, and designed for specialized emergency, security and law enforcement services at a fraction of the cost and environmental impact of traditional combustion vehicles. The Rapid Responder aims to deliver ﬁ rst responders to incidents more quickly and aff ordably than traditional emergency response vehicles. Initially targeting the 50,000 ﬁ re stations across the United States that use traditional ﬁ re engines and large automobiles to respond to calls, Arcimoto plans to market the Rapid Responder as a solution for campus security and law enforcement applications as well. Arcimoto has agreed in principle to test the Rapid Responder in pilot programs with the City of Eugene, the Eugene-Springﬁ eld Fire Department, and the city of Eastvale, California. We anticipate that the ﬁ rst production Rapid Responders will be delivered in 2020. Deliverator Development of the Deliverator (“It Delivers!”) was offi cially announced on March 19, 2019 with the reveal of the ﬁ rst Deliverator prototype. The Deliverator is a pure electric, last-mile delivery solution designed to more quickly, effi ciently, and aff ordably get goods where they need to go. We plan for the Deliverator to be customizable to carry a wide array of products, from pizza, groceries and cold goods to the 65 billion parcels delivered worldwide annually. We anticipate that the ﬁ rst production Deliverators will be delivered in 2020. Autonomous Arcimoto Our long term goal is to off er the market one of the lowest cost, most effi cient “last mile” human and goods transport solutions for the robotically-driven world. Because the platform electronics are capable of taking drive, brake and steer commands “by wire,” we intend that our platform will provide a ready foundation for self-driving technology deployment. Sales and Distribution Model Arcimoto’s sales and distribution model is direct. Once we are in retail production, our customers will place vehicle orders on our website, and the vehicle product will be delivered directly to the end user via common carrier or our own delivery ﬂ eet. We plan to deliver the initial Evergreen FUVs to customers in the three west coast states of Washington, Oregon and California. Once Retail Series production is underway, we plan to progress to nation-wide distribution. Rental Franchise Model We plan to augment this direct web purchase process with small-footprint experience rental in select key markets. This rental model will give prospective customers a direct experience with the physical product before purchasing. Furthermore, this rental model is easily franchisable, giving individuals and small business owners the opportunity to operate their own rental location. Arcimoto has contracted a franchise consultant ﬁ rm, and with their help has completed the Franchise Disclosure Document, allowing us to dialogue with interested parties. On October 27, 2018, we opened our ﬁ rst customer experience and rental location in Eugene, Oregon and took possession of a second rental location in the Gaslamp District in San Diego, California. We used the Eugene rental facility primarily as a test bed for developing the rental operations. The Eugene rental facility allowed prospective customers to rent an FUV without the pressures typical of the traditional sales process. We learned a great deal from 3 this short-term test that we believe will help us reﬁ ne our rental operations in preparation for a planned reopening of the Eugene rental facility and launch of the San Diego rental operation after Retail FUV production has commenced. Service and Warranty We are pursuing three diff erent models for service of the FUV: Service-on-demand. Our initial model is on-demand and on-site vehicle service by Arcimoto technicians or Arcimoto-authorized technicians. Service-on-demand will likely be the primary model during our West Coast release as the majority of the vehicles will be geographically located relatively near the factory. We intend for customers to request service either through the Arcimoto mobile app or by calling a 24hr service number. In-market partnership. We are currently reviewing potential partners located in our key distribution regions. Retail facility service. We plan to employ Arcimoto service technicians at some of our rental locations. Customers near those rental locations would be able to deliver their vehicle to that location for service needs. Warranty. We will begin recording warranty reserves with the commencement of Retail Series production of the FUV in the second quarter of 2019. We plan to provide a warranty, based on the warranty in eff ect at the time of purchase, which will generally include certain production powertrain components and battery pack sales. We plan to accrue warranty reserves at the time a vehicle or powertrain component is delivered to the customer. Warranty reserves will include management’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact our evaluation of historical data. We will review our reserves quarterly to ensure that our accruals are adequate in meeting expected future warranty obligations, and we will adjust our estimates as needed. Warranty expense will be recorded as a component of cost of revenues in the statement of operations. The portion of the warranty provision which is expected to be incurred within 12 months from the balance sheet date will be classiﬁ ed as current, while the remaining amount will be classiﬁ ed as long-term liabilities. Facility In October 2017, we took possession of our new factory, the AMP, and immediately began retroﬁ tting the space. In December 2017, all employees relocated to the new site and we began operations there. To make the new factory usable for our purposes, we updated the building with brighter energy effi cient lighting, polished the production ﬂ oor to improve cleanliness, painted to increase light levels, remodeled the employee facilities and commenced installation of the manufacturing equipment. The majority of our manufacturing equipment, key for reducing cost of most sheet and tube metal parts on the FUV, was in place by mid-2018. Further, we enclosed approximately 8,000 square feet of loading dock area at the AMP to create a well-organized materials space with four truck loading bays, improving inventory management. During the 4th quarter of 2018 we remodeled a 5,700 square foot inventory warehouse located across the street into useable offi ce spaces and moved non-manufacturing personnel into these new offi ces in order to free up production space in the AMP. Governmental Programs, Incentives and Regulations Many governmental standards and regulations relating to safety, fuel economy, emissions control, noise control, vehicle recycling, substances of concern, vehicle damage, recall, and theft prevention are applicable to new motor vehicles, engines, and equipment manufactured for sale in the United States, Europe, and elsewhere. In addition, manufacturing and other vehicle assembly facilities in the United States, Europe, and elsewhere are subject to stringent standards regulating air emissions, water discharges, and the handling and disposal of hazardous substances. In addition, the regulations in this area are constantly evolving, especially with the entry of new vehicles into the market. Some of the signiﬁ cant standards and regulations aff ecting Arcimoto are discussed below: Motor Vehicle Safety The National Highway Traffi c Safety Administration (the “NHTSA”) deﬁ nes a motorcycle as “a motor vehicle with motive power having a seat or saddle for the use of the rider and designed to travel on not more than three wheels in 4 contact with the ground.” In order for a manufacturer to sell motorcycles in the United States, the manufacturer has to self-certify to meet a certain set of regulatory requirements promulgated by the NHTSA in its Federal Motor Vehicle Safety Standards. In 2018, Arcimoto developed an internal regulatory compliance team to ensure that the FUV production vehicles will meet Federal Motor Vehicle Safety Standards requirements for motorcycles. Regulatory compliance and safety issues discovered during 2018 were ﬁ led in NHTSA recalls. EPA certiﬁ cation Although Arcimoto’s products are built on a zero emission vehicle platform, the EPA requires standard vehicle effi ciency metrics be communicated to consumers, regardless of the vehicle’s drive train. Arcimoto plans to complete EPA effi ciency testing in Q2, in order to meet the requirements for market entry of Arcimoto’s Evergreen FUV. Electromagnetic Compatibility The Federal Communications Commission (FCC) is the federal agency responsible for implementing and enforcing the communications law and regulations, including title 47 of the Code of Federal Regulations, speciﬁ cally Part 15, which regulates unlicensed radio-frequency transmissions, both intentional and unintentional. With very few exceptions, all electronics devices must be reviewed to comply with Part 15 before they can be advertised or sold in the US market. In 2018, Arcimoto developed an internal regulatory compliance team to ensure that the FUV production vehicles will meet these regulatory requirements. Arcimoto has successfully completed over 90% of all required electromagnetic compatibility testing and plans to complete this testing and demonstrate full compliance in Q2, in order to meet the requirements for market entry of Arcimoto’s Evergreen FUV. Motor Vehicle Manufacturer and Dealer Regulation As with helmet laws and driver license requirements, state laws that regulate the manufacture, distribution, and sale of motor vehicles are a patchwork, nationwide. Where Arcimoto is allowed by statute to be recognized as a dealer, Arcimoto plans to open its own retail distribution facilities or services. For customers living in states where Arcimoto is prohibited from selling directly from within the state, we plan to consummate sales at facilities in Oregon and deliver the vehicle to the end user via common carrier. Arcimoto is registered as a manufacturer in Oregon, and California, and as a dealer in Oregon and has applied for a dealer license in California. Franchise Laws for Rental Operations Arcimoto’s approach to in-market experience relies on prospective customers renting Fun Utility Vehicles. As such, we plan to open Company-owned sites, as well as off er independent franchise rental operations. We have prepared Franchise Disclosure Documentation, have approval in 30 states and have applications pending in 3 states for the ability to sell franchises within those states. We are currently approved for franchise sales in Florida, Rhode Island, Texas and all 27 non-registration states. State Tax Credits The state of Oregon passed a tax credit qualifying the Arcimoto for both a $2,500 tax credit for purchasing qualiﬁ ed electric vehicles and an additional $2,500 tax credit if the purchaser’s annual income is below a certain threshold. We anticipate that the state of California may off er a tax credit of $900 or more for the purchase of Arcimoto vehicles. We will continue to advocate that state legislatures and regulators include Arcimoto’s aff ordable, ultra-effi cient vehicles in their clean vehicle incentive programs. Federal Tax Credits Arcimoto is part of a coalition of U.S. electric motorcycle manufacturers who are encouraging the Federal government to extend the expired 10% electric motorcycle tax credit, and expand that credit to include three-wheeled electric motorcycles as well. 5 Operator’s License and Helmet Requirements State regulations regarding operator licensing and occupant helmet requirements are currently a nationwide patchwork with regard to three-wheeled vehicles. While the strong majority of states have some form of exemption from helmet and motorcycle license requirements for three-wheeled vehicles, the speciﬁ c wording of each state’s statute may or may not include Arcimoto platform vehicles. For example, in our initial market states of California and Oregon, three wheeled vehicles that are “fully enclosed” or “enclosed cab” are exempt from helmet and motorcycle endorsement requirements. Washington’s helmet law, by contrast, requires compliance with rollover safety regulations and the presence of a steering wheel to exempt riders. Arcimoto’s advocacy strategy is to work with state legislatures to advocate the normalization of these rules to reduce consumer confusion in the marketplace that comes from conﬂ icting state-by-state regulations. Pollution Control Costs We are required to comply with stationary source air pollution, water pollution, and hazardous waste control standards that are now in eff ect or are scheduled to come into eff ect with respect to our manufacturing operations. Intellectual Property Patents Our policy is to protect our competitive position by, among other methods, ﬁ ling patent applications to protect technology and improvements that we consider important to the development of our business. We have generated several patents and expect this portfolio to continue to grow as we actively pursue additional technological innovation. As of December 31, 2018, we have ﬁ ve issued utility patents, including three patents covering novel aspects of the vehicle architecture expiring in 2031 and 2035, one patent covering a vehicle battery system expiring in 2035, and one patent covering Arcimoto’s novel dual-motor gearbox design expiring in 2035. The USPTO sent us a Notice of Allowance for a fourth utility patent covering the advances made to the platform through the current model FUV and expiring in 2035. We ﬁ led an additional non-provisional utility patent application covering advances in the dual-motor gearbox. We expect that the U.S. Patent Offi ce will issue at least two additional patents in the ﬁ rst half of 2019 relating to improvements in battery systems and vehicle powertrains. At present, Arcimoto has three additional patent applications undergoing examination that relate to a diverse range of vehicle systems, including electrical, powertrain, and the overall vehicle platform. In addition to this intellectual property, we also rely on our proprietary knowledge and ongoing technological innovation to develop a competitive position in the market for our products. Each of these patents, patent applications, and know-how are integral to the conduct of our business, the loss of any of which could have a material adverse eff ect on our business. Trademarks We own several trademarks that contribute to the identity and recognition of Arcimoto and its products. Certain of these marks are integral to the conduct of our business, a loss of any of which could have a material adverse eff ect on our business. We have registered the following with the United States Patent and Trademark Offi ce: “The Everyday Electric” (mark consisting of standard characters without claim to any particular font, style, size or color) — registered on October 23, 2012, Registration number 4230594 “SRK” (mark consisting of standard characters without claim to any particular font, style, size or color) — registered on July 16, 2013, Registration number: 4369026 “ARCIMOTO” (mark consisting of standard characters without claim to any particular font, style, size or color) — registered on May 15, 2018, Registration number: 5467285 “FUV” (mark consisting of standard characters without claim to any particular font, style, size or color) — registration applied for, no conﬂ icting marks noted on offi ce action received. Registration Number: 87166994. Statement of Use ﬁ led on August 31, 2017. 6 “Fun Utility Vehicle” (mark consisting of standard characters without claim to any particular font, style, size or color) — registration applied for, no conﬂ icting marks noted on offi ce action received. Registration Number: 87260318. Statement of Use ﬁ led on August 31, 2017. Segment Information We operate as one reportable segment which is the design, development, manufacturing and sales of electric vehicles. Employees As of December 31, 2018, we had 67 full-time employees and 3 part-time employees. None of our employees are represented by a labor union, and we consider our current relations with our employees to be good. Geographic Areas We operate solely in the United States. As such, we held substantially all our assets and generated all our revenue in the United States during the ﬁ scal year ended December 31, 2018. Corporate Information We were originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation. On December 29, 2011, we changed our name to Arcimoto, Inc. Our principal executive offi ces are located at 2034 West 2nd Ave., Eugene, Oregon 97402, and our phone number is (541) 683-6293. Our website address is www.arcimoto.com. The information on, or that can be accessed through, our website is not part of this report. Executive Offi cers The following table sets forth information concerning our executive offi cers as of March 29, 2019: Name Mark Frohnmayer Douglas M. Campoli Terry Becker Age 44 55 58 Position President, Chief Executive Officer and Chairman of the Board of Directors Chief Financial Officer, Treasurer and Secretary Chief Operating Officer and Director Mark Frohnmayer — President, Chief Executive Offi cer and Chairman of the Board of Directors Mark Frohnmayer has been our President, Chief Executive Offi cer and Chairman of our board of directors since our founding in November 2007. Previously, he was one of the founders of GarageGames.com, Inc., a software development company successfully sold to IAC, Inc. in 2007. Mr. Frohnmayer holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley. Douglas M. Campoli — Chief Financial Offi cer, Treasurer and Secretary Douglas M. Campoli has been our Chief Financial Offi cer since June 2015. Prior to joining Arcimoto, he was the Founder of Strategic Financial Consulting from February 2013 to June 2015, providing ﬁ nancial consulting services for startup and existing businesses. From September 2012 to September 2013, Mr. Campoli was Chief Financial Offi cer of ManaFuel, bringing energy independence to Paciﬁ c Island Nations. From May 2007 to February 2011, he was Chief Financial Offi cer of GarageGames.com, Inc. From 2004 to May 2007, Mr. Campoli was Chief Financial Offi cer of SeQuential Biofuels, Inc. Prior to 2004, he held various ﬁ nancial positions at Genuity Inc. (previously GTE Internetworking) and AT&T Paradyne Corp. Mr. Campoli holds a B.S. in Business and Finance from the University of South Florida and an M.B.A. with a concentration in Finance from the University of Tampa. Terry Becker — Chief Operating Offi cer and Director Terry Becker has been a director since May 2015 and Chief Operating Offi cer since September 2017. From February 2014 to September 2017, Mr. Becker was Director of Engineering and Global Product Support at Peterson Paciﬁ c Corporation. Prior to that, from October 2012 to February 2014, Mr. Becker worked at Arcimoto as its Engineering, Manufacturing and Operations Manager. From December 2008 to September 2012, Mr. Becker was the Deputy Director of Operations for an AeroTech segment of John Bean Technologies Corporation. Mr. Becker holds an A.S. degree in engineering physics from Loma Linda University and a B.S.in Mechanical Engineering from Walla Walla University. 7 Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. Investors should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the ﬁ nancial statements and the related notes, before deciding to invest in shares of our common stock. If any of the following risks were to materialize, our business, ﬁ nancial condition, results of operations, and future growth prospects could be materially and adversely aff ected. In that event, the market price of our common stock could decline and investors could lose part or all of their investment in our common stock. The notes to our ﬁ nancials for the ﬁ scal year ended December 31, 2018 and 2017 include an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The notes accompanying our December 31, 2018 and 2017 audited ﬁ nancial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The ﬁ nancial statements in this Annual Report on Form 10-K have been prepared “assuming that we will continue as a going concern.” Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future proﬁ table operations. There can be no assurance that we will be able to raise suffi cient additional capital or eventually have positive cash ﬂ ow from operations to address all of our cash ﬂ ow needs. If we are not able to ﬁ nd alternative sources of cash, or generate positive cash ﬂ ow from operations, our operations business and shareholders may be materially and adversely aff ected. We are an early stage company and have not yet generated signiﬁ cant revenues. We have incurred a net loss in each year since our inception, have eleven years of operating history and have generated limited revenues since inception. Our limited operating history makes evaluating our business and future prospects diffi cult and may increase the risk of your investment. Arcimoto was founded in 2007, and we have only recently started ﬁ nal regulatory testing of our vehicles. We do not expect to start small scale Retail Series production of the FUVs until the second quarter of 2019. Our vehicle requires signiﬁ cant investment prior to commercial introduction and may never be commercially successful. Customer ﬁ nancing and insuring our vehicles may prove diffi cult because retail lenders are unfamiliar with our vehicles and the vehicles do not have a loss history in the insurance industry. Retail lenders are unfamiliar with our vehicles and may be hesitant to provide ﬁ nancing to our customers. Our vehicles do not have a loss history in the insurance industry which may cause our customers diffi culty in securing insurance coverage. The lack of loss history has been a factor in the Company’s inability to secure Supplemental Liability Insurance for our rental customers. Unforeseen or recurring operational problems at our facility, or a catastrophic loss of our manufacturing facility, may cause signiﬁ cant lost or delayed production and adversely aff ect our results of operations. Our manufacturing process could be aff ected by operational problems that could impair our production capability and the timeframes within which we expect to produce our vehicles. Our manufacturing facility contains high cost and sophisticated machines that are used in our manufacturing process. Disruptions or shut downs at our facility could be caused by: • • • • • • • maintenance outages to conduct maintenance activities that cannot be performed safely during operations; prolonged power failures or reductions; breakdown, failure or substandard performance of any of our machines or other equipment; noncompliance with, and liabilities related to, environmental requirements or permits; disruptions in the transportation infrastructure, including railroad tracks, bridges, tunnels or roads; ﬁ res, ﬂ oods, snow or ice storms, earthquakes, tornadoes, hurricanes, microbursts or other catastrophic disasters, national emergencies, political unrest, war or terrorist activities; or other operational problems. 8 If our manufacturing facility is compromised or shut down, it may experience prolonged startup periods, regardless of the reason for the compromise or shutdown. Those startup periods could range from several days to several weeks or longer, depending on the reason for the compromise or shutdown and other factors. Any disruption in operations at our facility could cause a signiﬁ cant loss of production, delays in our ability to produce our vehicles and adversely aff ect our results of operations and negatively impact our customers. Further, a catastrophic event could result in the loss of the use of all or a portion of our manufacturing facility. Although we carry property insurance, our coverage may not be adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse eff ect on our business, ﬁ nancial condition and operating results. We may not be able to obtain adequate ﬁ nancing to continue our operations. The design, manufacture, sale and servicing of vehicles is a capital-intensive business. At December 31, 2018, our working capital was approximately $3,754,000, a decrease of approximately $9,594,000 from the comparable period in 2017. We have previously raised funds through equity investment, convertible and non-convertible notes to meet our cash needs, but there is no guarantee that we will be able to raise enough additional capital in the short term to meet our ongoing cash requirements. Our need to raise additional funds to sustain operations and reach our vehicle production goals is dependent on how quickly we can secure ﬁ nancing and reduce the cost of our vehicles. We may raise additional funds through the issuance of equity, equity-related, or debt securities or through obtaining credit from government or ﬁ nancial institutions. We cannot assure anyone that we will be able to raise additional funds when needed. We cannot be certain that additional funds will be available to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, we will be unable to continue operations. We may not have an adequate number of shares of common stock authorized to enable us to complete future equity ﬁ nancing transactions, which may adversely aff ect our ability to raise the capital necessary to continue operations. We are authorized to issue 20,000,000 shares of common stock, of which 15,032,341 shares were outstanding on December 31, 2018. At December 31, 2018, we had reserved 3,348,988 shares of common stock for issuance upon exercise of our outstanding options and warrants. In addition, at such date, we had 467,000 shares of our common stock reserved for future issuance under our 2018 Omnibus Stock Incentive Plan, 130,521 shares of our common stock reserved for future issuance under our 2015 Stock Incentive Plan, and 11,996 shares of our common stock reserved for future issuance under our Amended and Restated 2012 Employee Stock Beneﬁ t Plan. If all of these securities were exercised, the total number of shares of our common stock that we would be required to issue would be 3,962,839, which in addition to the 15,032,341 shares outstanding, would leave 1,004,820 authorized but unissued shares of common stock. As a result of our limited number of authorized and unissued shares of common stock, we may have insuffi cient shares of common stock available to issue in connection with any future equity ﬁ nancing transactions we may seek to undertake. Until we increase the number of authorized shares available for issuance, we may not be able to raise additional capital, which may adversely aff ect our ability to continue operations. If we are unable to eff ectively implement or manage our developing growth strategy, our operating results and ﬁ nancial condition could be materially and adversely aff ected. As part of our developing growth strategy, we may modify our distribution channels and engage in strategic transactions with third parties to open rental locations, or open new retail, manufacturing, research or engineering facilities, expand our existing facility, add additional product lines or expand our businesses into new geographical markets. For example, we opened our ﬁ rst customer experience and rental location in Eugene, Oregon in October 2018. We used this location primarily as a test bed for developing the rental operations. We plan to reopen this location and possibly a second rental location in San Diego, California when retail production ramps up. Rental operations are an untested business model for us. There is a range of risks inherent in such a strategy that could adversely aff ect our ability to successfully achieve these objectives, including, but not limited to, the following: • • our inability to pay the leasing costs associated with our rental facilities in the near term; the potential failure to successfully operate rental locations (including the inability to obtain suffi cient types and amounts of insurance (e.g., customer supplemental liability) that would allow the rental industry to develop) or integrate a rental vehicle business into our existing infrastructure; 9 • • • • • • • • • • • • an inability to attract and retain the customers, employees, suppliers and/or marketing partners of a rental business; the uncertainty that we may not be able to generate, anticipate or meet consumer demand; the potential disruption of our business; the increased scope and complexity of our operations could require signiﬁ cant attention from management and impose constraints on our operations or other projects; inconsistencies between our standards, procedures and policies and those of new rental facilities and costs or ineffi ciencies associated with the integration of our operational and administrative systems if necessary; unforeseen expenses, delays or conditions, including the potential for increased regulatory compliance or other third-party approvals or consents, or provisions in contracts with third parties that could limit our ﬂ exibility to take certain actions; the costs of compliance with local laws and regulations and the implementation of compliance processes, as well as the assumption of unexpected labilities, litigation, penalties or other enforcement actions; the uncertainty that new product lines will generate anticipated sales; the uncertainty that new rental or retail businesses will achieve anticipated operating results; our cost reduction eff orts might not be successful; the diffi culty of managing the operations of a larger company; and the diffi culty of competing for growth opportunities with companies having greater ﬁ nancial resources than we have. Any one of these factors could impair our growth strategy, result in delays, increased costs or decreases in the amount of expected revenues derived from our growth strategy and could adversely impact our prospects, business, ﬁ nancial condition or results of operations. We depend on our senior management team, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely aff ect our business. Our success depends largely upon the continued services of our key executive offi cers and other employees. We also rely on our leadership team in the areas of ﬁ nance, research and development, marketing, services, and general and administrative functions, and on mission-critical individual contributors in sales and research and development. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. None of our key employees is bound by an employment agreement for any speciﬁ c term and we may not be able to successfully attract and retain senior leadership necessary to grow our business. Our future success depends upon our ability to attract and retain executive offi cers and other key technology, sales, marketing, engineering, manufacturing and support personnel and any failure to do so could adversely impact our business, prospects, ﬁ nancial condition and operating results. To continue to execute our growth strategy, we also must attract and retain highly skilled personnel. Competition is intense for sales people and for engineers with high levels of experience in designing and developing electric vehicles. The pool of qualiﬁ ed personnel with engineering or manufacturing experience and/or experience working with the electric vehicle market is limited overall and speciﬁ cally in Eugene, Oregon, where our principal offi ce is located. In addition, many of the companies with which we compete for experienced personnel have greater resources than we have and are located in metropolitan areas that may attract more qualiﬁ ed workers. In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the equity awards they are to receive in connection with their employment. Volatility in the price of our stock might, therefore, adversely aff ect our ability to attract or retain highly skilled personnel. Furthermore, the requirement to expense certain stock awards might discourage us from granting the size or type of stock awards that 10 job candidates require to join us. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed. Recent political trends in the United States have created new uncertainty regarding the continuation of the ATVMLP. Recent announcements regarding budgeting and appropriations from the federal government have created uncertainty regarding whether the Advanced Technology Vehicles Manufacturing Loan Program (the “ATVMLP”) will continue to exist in its current form. We intend to submit an application to the ATVMLP in the second half of 2019. The ATVMLP program provides for low-cost loans that can be used to reequip, expand, or establish manufacturing facilities for advanced technology vehicles in the United States. There is no guarantee that we would receive such a loan and are not dependent on receiving such a loan. If we do not receive ﬁ nancing under the ATVMLP, we may be required to seek ﬁ nancing from other sources at terms that are not as favorable to us. Future disruptive new technologies could have a negative eff ect on our business. We are subject to the risk of future disruptive technologies. If new vehicle technologies (electric or otherwise) develop that are superior to our vehicles, or are perceived to be superior by consumers, it could have a material adverse eff ect on us. The markets in which we operate are highly competitive, and we may not be successful in competing in these industries. We currently face competition from new and established domestic and international competitors and expect to face competition from others in the future, including competition from companies with new technology. The worldwide vehicle market, particularly for alternative fuel vehicles, is highly competitive today and we expect it will become even more so in the future. There is no assurance that our vehicles will be successful in the respective markets in which they compete. Many established automobile manufacturers such as Audi, BMW, Daimler, General Motors, Tesla, Toyota and Volvo, as well as other newer companies such as Elio, Sondors and Electra Meccanica, have entered or are reported to have plans to enter the alternative fuel vehicle market, including hybrid, plug-in hybrid and fully electric vehicles. In some cases, such competitors have announced an intention to produce electric vehicles exclusively now or at some point in the future. Most of our current and potential competitors have signiﬁ cantly greater ﬁ nancial, technical, manufacturing, marketing, vehicle sales networks and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. Increased competition could result in lower vehicle unit sales, price reductions, revenue shortfalls, loss of customers and loss of market share, which could harm our business, prospects, ﬁ nancial condition and operating results. Additionally, industry overcapacity has resulted in many manufacturers off ering marketing incentives on vehicles in an attempt to maintain and grow market share; these incentives historically have included a combination of subsidized ﬁ nancing or leasing programs, price rebates, and other incentives. As a result, we are not necessarily able to set our prices to off set higher costs. Continuation of or increased excess capacity could have a substantial adverse eff ect on our ﬁ nancial condition and results of operations. Our success is dependent upon consumers’ willingness to adopt three-wheeled, tandem-seated two-passenger vehicles. If we cannot develop suffi cient market demand for three-wheeled vehicles, we will not be successful. Factors that may inﬂ uence the acceptance of three-wheeled vehicles include: • • • • • • • perceptions about three-wheeled vehicles’ comfort, quality, safety, design, performance and cost; the availability of alternative fuel vehicles, including plug-in hybrid electric and all-electric vehicles; improvements in the fuel economy and cost of service of the internal combustion engine; uncertainties regarding insurance coverages for the vehicles the environmental consciousness of consumers; volatility in the cost of oil and gasoline; and government regulations and economic incentives promoting fuel effi ciency and alternate forms of transportation. 11 We may experience lower-than-anticipated market acceptance of our vehicles. Although we have conducted some market research regarding our electric vehicles and accumulated 3,217 pre-order reservation deposits as of December 31, 2018, many factors both within and outside our control, aff ect the success of new vehicles in the marketplace. At this time, it is diffi cult to measure consumers’ willingness to adopt electric vehicles as a mode of transportation, particularly three-wheeled electric vehicles. Off ering fuel-effi cient vehicles that consumers want and value can mitigate the risks of increasing price competition and declining demand, but vehicles that are perceived to be less desirable (whether in terms of price, quality, styling, safety, overall value, or other attributes) can exacerbate these risks. For example, if a new vehicle were to experience quality issues at the time of launch, the vehicle’s perceived quality could be aff ected even after the issues had been corrected, resulting in lower than anticipated sales volumes, market share, and proﬁ tability. Moreover, if a new vehicle is not accepted by consumers based on size, styling, or other attributes, we would experience lower than anticipated sales volumes, market share, and proﬁ tability. Our distribution model may result in lower sales volumes. Our present distribution model is diff erent from the distribution models used by other vehicle manufacturers, except for Tesla Motors. Like Tesla, we plan to sell vehicles directly to our customers over the internet or via Arcimoto-owned retail stores, rather than through traditional dealer franchises. This direct sales model may result in lower sales due to customer reluctance to rely on web-based vehicle purchasing. We are unable to evaluate the eff ectiveness of our present distribution model and it may result in lower or higher sales volumes, market share, and proﬁ tability. Additionally, we may not be able to sell our vehicles through this sales model in each state in the United States as some states have laws that may be interpreted to impose limitations on the direct-to-consumer sales of our vehicles. The application of these state laws to our operations is diffi cult to predict. Laws in some states will limit our ability to obtain dealer licenses from state motor vehicle regulators and may continue to do so in the future. In addition, decisions by regulators permitting us to sell vehicles may be subject to challenges by dealer associations and others as to whether such decisions comply with applicable state motor vehicle industry laws. In similar circumstances, Tesla has prevailed in many of these lawsuits and such results reinforce our continuing belief that state laws were not designed to prevent our distribution model. In some states, there have also been regulatory and legislative eff orts by vehicle dealer associations to propose bills and regulations that, if enacted, would prevent us from obtaining dealer licenses in their states given our current sales model. A few states have passed legislation that clariﬁ es our ability to operate, but at the same time limits the number of dealer licenses we can obtain or stores that we can operate. Tesla has also ﬁ led a lawsuit in federal court in Michigan challenging the constitutionality of the state’s prohibition on direct sales as applied to its business which has a similar distribution model to our business. Internationally, there may be laws of which we are unaware of in jurisdictions we wish to enter that may restrict our sales or other business practices. Even for those jurisdictions we have analyzed, the laws in this area can be complex, diffi cult to interpret and may change over time. The discovery of defects in vehicles resulting in delays in new model launches, recall campaigns, reputational damage, or increased warranty costs may negatively aff ect our business. Meeting or exceeding many government-mandated safety standards is costly and often technologically challenging. Government safety standards also require manufacturers to remedy defects related to vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that the vehicles do not comply with a safety standard. Should we or government safety regulators determine that a safety or other defect or a noncompliance exists with respect to certain of our vehicles prior to the start of production, the launch of such vehicle could be delayed until such defect is remedied. The costs associated with any protracted delay in new product launches necessary to remedy such defects, or the cost of recall campaigns or warranty costs to remedy such defects in vehicles that have been sold, could be substantial. Further, adverse publicity surrounding actual or alleged safety-related or other defects could damage our reputation and adversely aff ect sales of our vehicles. 12 We are dependent on our suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels, and volumes acceptable to us, or our inability to effi ciently manage these components, could have a material adverse eff ect on our ﬁ nancial condition and operating results. Our products contain numerous purchased parts which we source globally from multiple direct suppliers, the majority of whom are currently single source suppliers. Any signiﬁ cant unanticipated demand or delays with our suppliers could require us to procure additional components in a short amount of time, and in the past we have also replaced certain suppliers because of their failure to provide components that met our quality control standards. There is no assurance that we will be able to secure additional or alternative sources of supply or develop our own replacements for certain highly customized components of our products. If we encounter unexpected diffi culties or delays with key suppliers, and if we are unable to ﬁ ll these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products. There is no assurance that suppliers will ultimately be able to meet our cost, quality and volume needs. Furthermore, as the scale of our vehicle production increases, we will need to accurately forecast, purchase, warehouse and transport to our manufacturing facilities components at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of component purchases to our actual production plans or capabilities, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may have to incur unexpected storage, transportation and write-off costs, which could have a material adverse eff ect on our ﬁ nancial condition and operating results. We may be unable to accurately forecast our vehicle delivery needs, which could harm our business, ﬁ nancial condition and results of operations. Arcimoto plans to deliver vehicles to Oregon, Washington, and California via its internal transportation resources, primarily trucks and trailers. However, we anticipate that we will reach a point when utilizing a third party common carrier for vehicle deliveries will become a necessity. Because of the signiﬁ cant investment in equipment and management to implement a third party common carrier vehicle delivery plan, it will be important to accurately forecast vehicle delivery volumes in advance. It will be diffi cult to predict, especially months in advance, when our vehicle delivery volumes and geographic expansion will require using a third party common carrier for vehicle deliveries and if we miscalculate this timing, it could have a material adverse eff ect on our business, ﬁ nancial condition and results of operations. Failure to maintain the strength and value of our brand could have a material adverse eff ect on our business, ﬁ nancial condition and results of operations. Our success depends, in part, on the value and strength of our brand. Maintaining, enhancing, promoting and positioning our brand, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising eff orts and our ability to provide high-quality services, warranty plans, products and resources and a consistent, high-quality customer experience. Our brand could be adversely aff ected if we fail to achieve these objectives, if we fail to comply with laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the eff ects of negative publicity regarding our suppliers or third party providers of services or negative publicity related to members of management. Any of these events could hurt our image, resulting in reduced demand for our products and a decrease in net sales. Further, maintaining, enhancing, promoting and positioning our brands’ images may require us to make substantial investments in marketing and employee training, which could adversely aff ect our cash ﬂ ow and which may ultimately be unsuccessful. These factors could have a material adverse eff ect on our business, ﬁ nancial condition and results of operations. We will be almost entirely dependent upon revenue generated from one product in the near-term, and our future success will be dependent upon our ability to design and achieve market acceptance of new vehicle models. We currently have planned only one vehicle platform that can accept multiple models, which will be available with an open sided base model with options for doors, air conditioning, extended battery range and other options. In the near 13 term, our revenues will be almost completely dependent on revenue generated from sales of the FUV vehicle, with some additional revenue coming from customization options and maintenance servicing. There can be no assurance that we will be able to design future models of vehicles, or develop future services, that will meet the expectations of our customers, or that our future models will become commercially viable. In addition, historically, automobile customers have come to expect new and improved vehicle models to be introduced frequently. In order to meet these expectations, we may in the future be required to introduce on a regular basis new vehicle models as well as enhanced versions of existing vehicle models. As technologies change in the future for automobiles, we will be expected to upgrade or adapt our vehicles and introduce new models in order to continue to provide vehicles with the latest technology. We have limited experience simultaneously designing, testing, manufacturing and selling vehicles. To date, we have focused our business on the development of a low-cost and high effi ciency vehicle and have targeted a relatively narrow consumer group. We will need to address additional markets and expand our customer demographic to further grow our business. Our failure to address additional market opportunities could materially harm our business, ﬁ nancial condition, operating results and prospects. We have experienced in the past, and may experience in the future, signiﬁ cant delays or other complications in the design, manufacture, launch and production ramp of our vehicle, which could harm our brand, business, prospects, ﬁ nancial condition and operating results. Having experienced past delays or complications suggests that we may experience future launch, manufacturing and production ramp delays or other complications in connection with our vehicles. For example, we may underestimate the amount of time necessary for regulatory testing and design changes or design changes necessary for automated production like robotic welding which would delay the production of our vehicles. While we continue to make progress resolving such early issues, it is diffi cult to predict exactly how long it will take for all issues to be cleared or when further issues may arise. Any signiﬁ cant additional delay or other complication in the production of our vehicles or the development, manufacture, launch and production ramp of our future products, including complications associated with expanding our production capacity, supply chain or regulatory approvals, could materially damage our brand, business, prospects, ﬁ nancial condition and operating results. Developments and improvements in alternative technologies such as hybrid engine or full electric vehicles or in the internal combustion engine or continued low retail gasoline prices may materially and adversely aff ect the demand for our three-wheeled vehicles. Signiﬁ cant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely aff ect our business and prospects in ways that we do not currently anticipate. If alternative energy engines or low gasoline prices make existing four-wheeled vehicles with greater passenger and cargo capacities less expensive to operate, we may not be able to compete with manufacturers of such vehicles. Legal, Regulatory and Litigation Risks Increased safety, emissions, fuel economy, or other regulations may result in higher costs, cash expenditures, and/ or sales restrictions. The motorized vehicle industry is governed by a substantial amount of government regulation, which often diff ers by state and region. Government regulation has arisen, and proposals for additional regulation are advanced, primarily out of concern for the environment, vehicle safety, and energy independence. In addition, many governments regulate local product content and/or impose import requirements as a means of creating jobs, protecting domestic producers, and inﬂ uencing the balance of payments. The cost to comply with existing government regulations is substantial, and future, additional regulations could have a substantial adverse impact on our ﬁ nancial condition. Unusual or signiﬁ cant litigation, governmental investigations or adverse publicity arising out of alleged defects in our vehicles, or otherwise may derail our business. Although we plan to comply with governmental safety regulations, mobile and stationary source emissions regulations, and other standards, compliance with governmental standards, does not necessarily prevent individual or class action lawsuits, which can entail signiﬁ cant cost and risk. In certain circumstances, courts may permit tort claims even 14 when our vehicles comply with federal law and/or other applicable law. Furthermore, simply responding to actual or threatened litigation or government investigations of our compliance with regulatory standards, whether related to our vehicles or business or commercial relationships, may require signiﬁ cant expenditures of time and other resources. Litigation also is inherently uncertain, and we could experience signiﬁ cant adverse results if litigation is ever brought against us. In addition, adverse publicity surrounding an allegation of a defect, regulatory violation or other matter (with or without corresponding litigation or governmental investigation) may cause signiﬁ cant reputational harm that could have a signiﬁ cant adverse eff ect on our sales. We may become subject to product liability claims, which could harm our ﬁ nancial condition and liquidity if we are not able to successfully defend or insure against such claims. We may become subject to product liability claims, which could harm our business, prospects, operating results and ﬁ nancial condition. The motor vehicle industry experiences signiﬁ cant product liability claims and we face an inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunction resulting in personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our vehicles and business and inhibit or prevent commercialization of other future vehicle candidates, which could have material adverse eff ect on our brand, business, prospects and operating results. Any lawsuit seeking signiﬁ cant monetary damages either in excess of our liability coverage, or outside of our coverage, may have a material adverse eff ect on our reputation, business and ﬁ nancial condition. We may not be able to secure product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy. Limited intellectual property protection may cause us to lose our competitive advantage and adversely aff ect our business. We have been granted three utility patents, have been issued a Notice of Allowance on a fourth, and have ﬁ led four additional non-provisional utility patent applications that are currently pending. These patent applications and/or any patent applications we may ﬁ le in the future may not be successful. To date, we have relied on copyright, trademark and trade secret laws, as well as conﬁ dentiality procedures and licensing arrangements, to establish and protect intellectual property rights to our technologies and vehicles. We typically enter into conﬁ dentiality or license agreements with employees, consultants, consumers and vendors in an eff ort to control access to and distribution of technology, software, documentation and other information. Policing unauthorized use of this technology is diffi cult and the steps taken may not prevent misappropriation of the technology. In addition, eff ective protection may be unavailable or limited in some jurisdictions outside the United States, Canada and the United Kingdom. Litigation may be necessary in the future to enforce or protect our rights or to determine the validity and scope of the rights of others. Such litigation could cause us to incur substantial costs and divert resources away from daily business, which in turn could materially adversely aff ect the business. Our failure to obtain or maintain the right to use certain intellectual property may negatively aff ect our business. Our future success and competitive position depends in part upon our ability to obtain or maintain certain proprietary intellectual property used in our principal products. This may be achieved, in part, by prosecuting claims against others who we believe are infringing our rights and by defending claims of intellectual property infringement brought by others. In the future we may commence lawsuits against others if we believe they have infringed our rights, or we may become subject to lawsuits alleging that we have infringed the intellectual property rights of others. For example, to the extent that we have previously incorporated third-party technology and/or know-how into certain products for which we do not have suffi cient license rights, we could incur substantial litigation costs, be forced to pay substantial damages or royalties, or even be forced to cease sales in the event any owner of such technology or know-how were to challenge our subsequent sale of such products (and any progeny thereof). In addition, to the extent that we discover or have discovered third-party patents that may be applicable to products or processes in development, we may need to take steps to avoid claims of possible infringement, including obtaining non-infringement or invalidity opinions and, when necessary, re-designing or re-engineering products. However, we cannot assure you that these precautions will allow us to successfully avoid infringement claims. Our involvement in intellectual property litigation could result in signiﬁ cant expense to us, adversely aff ect the development of sales of the challenged product or intellectual property 15 and divert the eff orts of our technical and management personnel, whether or not such litigation is resolved in our favor. In the event of an adverse outcome in any such litigation, we may, among other things, be required to: • • • • • pay substantial damages; cease the development, manufacture, use, sale or importation of products that infringe upon other patented intellectual property; expend signiﬁ cant resources to develop or acquire non-infringing intellectual property; discontinue processes incorporating infringing technology; or obtain licenses to the infringing intellectual property. We may be aff ected by uncertainty over government purchase incentives. Our vehicle cost thesis strongly beneﬁ ts from purchase incentives at the state and national government levels. The existence or lack of tax incentives will aff ect the adoption velocity of our products in the marketplace. An inability to take advantage of tax incentives may negatively aff ect our revenues. Motor vehicles, like those produced by Arcimoto, are highly regulated and are subject to regulatory changes. We are aware that the National Highway Transportation Safety Administration is reviewing whether to adopt new safety regulations pertaining to three-wheeled motor vehicles. Currently, United States motorcycle regulations apply to such vehicles. New regulations could impact the design of our vehicles and our ability to produce vehicles, possibly negatively aff ecting our ﬁ nancial results. Additionally, state level regulations are inconsistent with regard to whether a helmet is required to operate an Arcimoto vehicle. Sales may be negatively impacted should any state alter its requirements with regard to customer use of helmets. Risks Related to our Common Stock Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the price at which you purchase it. The stock market generally, and our stock in particular, has experienced price and volume ﬂ uctuations. As a result of this volatility, you might not be able to sell your common stock at or above the price at which you purchase it. The public market for our stock is new. From our Regulation A Off ering on September 21, 2017 through December 31, 2018, the per share trading price of our common stock has been as high as $6.35 and as low as $1.55. It might continue to ﬂ uctuate signiﬁ cantly in response to various factors, some of which are beyond our control. These factors include: • • • • • • • • • • • changes to the electric car industry, including demand and regulations; our ability to compete successfully against current and future competitors; competitive pricing pressures; our ability to obtain working capital ﬁ nancing; additions or departures of key personnel; sales of our common stock; our ability to execute our growth strategy; operating results that fall below expectations; loss of any strategic relationship; regulatory developments; and economic and other external factors. 16 In addition, the stock market in general has experienced signiﬁ cant price and volume ﬂ uctuations that have often been unrelated or disproportionate to the operating performance of particular companies. These ﬂ uctuations might be even more pronounced in the new trading market for our stock. Additionally, securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources, and harm our business, operating results, and ﬁ nancial condition. On March 11, 2018, we were served with a Summons Notice of case number: CGC-18-564904 John R Switzer vs W.R. Hambrecht & Co. LLC ET All including Arcimoto, Inc., its offi cers and directors. On March 28, 2018, we were served with another lawsuit entitled Jay Mendelson v. Arcimoto, Inc. et al., case number CGC-18-565324. Please see “Part I. Item 3, Legal Proceedings” of this Annual Report on Form 10-K for more information. We may not be able to satisfy listing requirements of the NASDAQ Capital Market to maintain a listing of our common stock. Our common stock is listed on the NASDAQ Capital Market and we must meet certain ﬁ nancial, liquidity and governance criteria to maintain such listing. If we fail to meet any of NASDAQ Capital Market’s listing standards, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the beneﬁ ts of such listing. A delisting of our common stock from the NASDAQ Capital Market may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse eff ect on the market price of, and the effi ciency of the trading market for, our common stock. In addition, the delisting of our common stock could signiﬁ cantly impair our ability to raise capital. As a smaller reporting company and as an emerging growth company, we are exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors. We currently and for the foreseeable future expect to be categized as a “smaller reporting company” and an “emerging growth company” under the U.S. federal securities laws. As a smaller reporting company, we are exempt from certain disclosure requirements under those laws. For example, we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we provide only two years of ﬁ nancial statements; we do not need to provide the table of selected ﬁ nancial data; and are not required to comply with Section 404(b) of the Sarbanes-Oxley Act, which requires our registered public accounting ﬁ rm to attest to the eff ectiveness of our internal control over ﬁ nancial reporting. As an emerging growth company, there are exemptions from reporting requirements similar to those applicable to a smaller reporting company. These and certain other “scaled” disclosure provisions under SEC rules for smaller reporting companies and emerging growth companies could make our common stock less attractive to potential investors, which could make it more diffi cult for our stockholders to sell their shares. Because of our status as a smaller reporting company and an emerging growth company, you will not be able to depend on any attestation from our independent registered public accounting ﬁ rm as to our internal control over ﬁ nancial reporting for the foreseeable future. Our independent registered public accounting ﬁ rm will not be required to attest to the eff ectiveness of our internal control over ﬁ nancial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the later of the year following our ﬁ rst annual report required to be ﬁ led with the Commission, the date we are no longer an emerging growth company as deﬁ ned in the JOBS Act or the date we no longer qualify as a smaller reporting company. Accordingly, you will not be able to depend on any attestation concerning our internal control over ﬁ nancial reporting from our independent registered public accounting ﬁ rm for the foreseeable future. We have not yet ﬁ nalized our internal controls policies and procedures over ﬁ nancial reporting. We believe our internal controls over ﬁ nancial reporting are robust for our current stage of development. As we move into production, we will be developing and implementing new and more robust internal controls over ﬁ nancial reporting which is time consuming, costly, and complicated. These new control policies will include the appropriate amount of overhead to allocate to cost of goods sold. If we identify material weaknesses in our internal control over ﬁ nancial reporting, if our management is unable to assert, when required, that our internal control over ﬁ nancial reporting is eff ective, or if our independent registered public accounting ﬁ rm is unable to attest, when required, to 17 the eff ectiveness of our internal control over ﬁ nancial reporting, investors may lose conﬁ dence in the accuracy and completeness of our ﬁ nancial reports and the market price of our common stock could be negatively aff ected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional ﬁ nancial and management resources. We incur increased costs as a result of operating as a listed public company and our management is required to devote substantial time to new compliance initiatives and corporate governance practices. As a listed public company, and particularly if at some point in the future we are no longer an emerging growth company and a smaller reporting company, we incur signiﬁ cant legal, accounting and other expenses that we have not incurred in the past. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NASDAQ Capital Market and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and ﬁ nancial compliance costs and will make some activities more time-consuming and costlier. For example, we expect that these rules and regulations may make it more diffi cult and more expensive for us to obtain directors’ and offi cers’ liability insurance, which could make it more diffi cult for us to attract and retain qualiﬁ ed members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a listed public company or the timing of such costs. Our shares are thinly traded on the NASDAQ Capital Market and an active market may never develop. There is a very limited trading market for our common stock and we cannot ensure that an active market will ever develop or be sustained. In addition, the price of our common stock may not reﬂ ect our actual or perceived value. There can be no assurance that there will be an active market for our shares of common stock in the future. The market liquidity will be dependent on the perception of our operating business, among other things. We may, in the future, take certain steps, including utilizing investor awareness campaigns, press releases, and conferences to increase awareness of our business and any steps that we might take to bring us to the awareness of investors may require we compensate consultants with cash and/or stock. There can be no assurance that there will be any awareness generated or the results of any eff orts will result in any impact on our trading volume. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reﬂ ects the value of the business and trading may be at an inﬂ ated price relative to the performance of our company due to, among other things, availability of sellers of our shares. Because there may be a low price for our shares of common stock, many brokerage ﬁ rms or clearing ﬁ rms may not be willing to eff ect transactions in the securities or accept our shares for deposit in an account. Even if an investor ﬁ nds a broker willing to eff ect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. If our shares become subject to the penny stock rules, it would become more diffi cult to trade our shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain our listing on the NASDAQ Capital Market and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing speciﬁ ed information. In addition, the penny stock rules require that before eff ecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the eff ect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have diffi culty selling their shares. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable 18 grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable eff orts to obtain information about the customer’s ﬁ nancial status, tax status, investment objectives and other information. The FINRA requirements may make it more diffi cult for broker-dealers to recommend that their customers buy our common stock, which may have the eff ect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock. The preparation of our ﬁ nancial statements involves the use of estimates, judgments and assumptions, and our ﬁ nancial statements may be materially aff ected if such estimates, judgments or assumptions prove to be inaccurate. Financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or “GAAP”, typically require the use of estimates, judgments and assumptions that aff ect the reported amounts. Often, diff erent estimates, judgments and assumptions could reasonably be used that would have a material eff ect on such ﬁ nancial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Signiﬁ cant areas of accounting requiring the application of management’s judgment include, but are not limited to, determining the fair value of assets and the timing and amount of cash ﬂ ows from assets. These estimates, judgments and assumptions are inherently uncertain and, if our estimates were to prove to be wrong, we would face the risk that charges to income or other ﬁ nancial statement changes or adjustments would be required. Any such charges or changes could harm our business, including our ﬁ nancial condition and results of operations and the price of our securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our ﬁ nancial statements and our business. We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock. We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, ﬁ nancial condition and other business and economic factors aff ecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. You will experience future dilution as a result of future equity off erings. We may in the future off er additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Although no assurances can be given that we will consummate a ﬁ nancing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will occur. In addition, investors purchasing shares or other securities in the future could have rights superior to investors in prior off erings. Subsequent off erings at a lower price, often referred to as a “down round”, could result in additional dilution. Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which would rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely aff ect the level of return you may be able to achieve from an investment in our common stock. In the future, we may attempt to increase our capital resources by off ering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred securities in any future off ering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future off erings or borrowings. Holders of our common stock must bear the risk that any future off erings we conduct or borrowings we make may adversely aff ect the level of return they may be able to achieve from an investment in our common stock. 19 Sales by our signiﬁ cant stockholders could have an adverse eff ect on the market price of our stock. At least one of our stockholders, Mr. Frohnmayer, owns a signiﬁ cant amount of our common stock. If he were to sell all or a portion of his holdings of our common stock, the market price of our common stock could be negatively impacted. The eff ect of such sales, or of signiﬁ cant portions of our stock being off ered or made available for sale, could result in strong downward pressure on our stock price. Investors should be aware that they could experience signiﬁ cant short-term volatility in our stock if such stockholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time. Provisions in our restated certiﬁ cate of incorporation and amended and restated bylaws and Oregon law might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock. Provisions of our certiﬁ cate of incorporation and bylaws and Oregon law might discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions might also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include: • • • limitations on the ability of stockholders to call special meetings; the inability of stockholders to cumulate votes at any election of directors; and the ability of our board of directors to make, alter or repeal our bylaws. Our board of directors has the ability to designate the terms of and issue new series of preferred stock without stockholder approval. In addition, Section 60.835 and Section 60.840 of the Oregon Revised Statutes prohibits a publicly held Oregon corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affi liates owns, or within the last three years has owned, 15% or more of our voting stock, at any time within the preceding three-year period, unless the business combination is approved in a prescribed manner. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors are willing to pay in the future for shares of our common stock. They could also deter potential acquirers of Arcimoto, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. If securities industry analysts do not publish additional research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively aff ected. Any trading market for our common stock will be inﬂ uenced in part by any research reports that securities industry analysts publish about us. To date, we have been covered by four research analysts. We may not obtain any future research coverage by additional securities industry analysts. In the event we are covered by additional analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage on us, the market price and market trading volume of our common stock could be negatively aff ected. A cybersecurity breach may adversely aff ect the Company’s reputation, revenue and earnings. The Company and certain of its third-party service providers and vendors receive, store, and transmit digital personal information in connection with the Company’s human resources operations, ﬁ nancial services operations, e-commerce, rental franchise management, mobile applications, planned connected vehicle services off erings and other aspects of its business. The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to the continually evolving cybersecurity risks. The Company’s plan to off er connected vehicle services will heighten these risks. Unauthorized parties have attempted to and may attempt in the future to gain access to these systems or the information the Company and its third-party service providers and vendors maintain and use through fraud or other means of deceiving our employees and third-party service providers and vendors. Hardware, software or applications the Company develops or obtains from third-parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security and/or the Company’s operations. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be diffi cult to anticipate or detect. The Company has implemented and regularly reviews and updates processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, the 20 ever-evolving threats mean the Company and third-party service providers and vendors must continually evaluate and adapt systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. The Company has experienced information security attacks, but to date they have not materially compromised the Company’s computing environment or resulted in a material impact on the Company’s business or operations or the release of conﬁ dential information about employees, customers, franchisees, suppliers or other third parties. Any future signiﬁ cant compromise or breach of the Company’s data security, whether external or internal, or misuse of customer, employee, franchisee, supplier or Company data could result in disruption to the Company’s operations, signiﬁ cant costs, lost sales, ﬁ nes and lawsuits, and/or damage to the Company’s reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and evolving requirements, compliance could also result in the Company being required to incur additional costs. The Company has mediated its ﬁ nancial exposure by securing cyber liability insurance. Item 1B. Unresolved Staff Comments Not applicable to smaller reporting companies. Item 2. Properties On October 15, 2018, we re-negotiated a lease previously entered into as a month to month lease during June 2018, for a 5,291 square foot commercial industrial offi ce space in Eugene, Oregon. The term of the lease is 60 months which began on October 15, 2018. Rent is $4,500 per month and subject to a 3% increase per year. The space is being used for manufacturing, offi ce and general use. On October 18, 2018, we entered into a lease for a 4,491 square foot space in San Diego, California. The term of the lease is 60 months which began on November 1, 2018. Base rent is $8,982 per month. A portion of the space is being used for Arcimoto’s California dealer showroom. On October 18, 2018, we sublet 65% of the premises to Hula Holdings, Inc. (“Hula”) which it expects to use as a rental center for FUVs, among other general retail, dispatching, parking and charging services for electric vehicles. Hula has agreed to pay the landlord 65% of the annual base rent and associated costs under the lease. As of December 31, 2018, we occupied 1,700 square feet of offi ce area, 32,000 square feet of warehouse space and 125,000 square feet of asphalt paving and undeveloped greenﬁ eld. The space is under lease expiring in 2021. We believe that our current facilities are suffi cient for our needs. We may add other facilities or expand existing facilities as we expand our employee base and geographic markets in the future, and we believe that suitable additional space will be available as needed to accommodate any such expansion of our operations. Item 3. Legal Proceedings From time to time, we might become involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements and other matters arising in the ordinary course of our business. For information on our litigation matters, see “Litigation” under Note 11 of the Notes to Financial Statements included in Part I, Item 1 of this Annual Report on Form 10-K, which is incorporated by reference herein. Item 4. Mine Safety Disclosures Not applicable. 21 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity PART II Securities Stock Arcimoto’s common stock trades on the Nasdaq Global Select Market under the symbol “FUV”. Holders As of March 22, 2019, there were approximately 3,525 holders of our common stock. Dividends To date, we have paid no dividends with respect to our common stock and we do not anticipate having the ability to do so for the foreseeable future. Sales of Unregistered Securities With the exception of the Class C preferred stock referenced below that was issued on November 15, 2018, there were no unregistered sales of equity securities during the quarter ended December 31, 2018. The shares of Class C preferred stock were issued to Mr. Frohnmayer as described below in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended. Share Repurchases On November 15, 2018, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Mark Frohnmayer, the President, Chief Executive Offi cer and Chairman of the Board of Directors of the Company. Pursuant to the Exchange Agreement, Mr. Frohnmayer exchanged 2,000,000 of his shares of Company common stock for 2,000,000 shares of the Company’s newly created Class C preferred stock. These Class C shares will automatically convert back to 2 million shares of common stock upon the ﬁ ling of an amendment to the Restated Articles of Arcimoto that increases the number of authorized shares of common stock. Except as otherwise required by law or expressly provided in the Related Articles, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of Arcimoto. We are not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. This transaction was reported in a Current Report on Form 8-K ﬁ led on November 21, 2018, which by this reference is incorporated herein as if copied verbatim. There were no other repurchases of the Company’s equity securities during the fourth quarter of 2018 and there are no plans, approved or otherwise for additional purchases. Item 6. Selected Financial Data Not applicable to smaller reporting companies. 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our ﬁ nancial condition and results of operations for the ﬁ scal year ended December 31, 2018, should be read together with our ﬁ nancial statements and related notes included elsewhere in this report. The following discussion contains “forward-looking statements” that reﬂ ect our future plans, estimates, beliefs and expected performance. Our actual results may diff er materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the diff erences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.” Overview We design, develop, manufacture, sell and rent ultra-effi cient fully electric vehicles. We achieved limited production of our ﬁ rst Signature Series vehicles at the end of 2017, with additional, limited Signature Series and Beta vehicle production in the 2018. We completed 23 Beta vehicles in 2018 and an additional 5 partial vehicles for testing. We anticipate completing 17 additional prototype vehicles in the ﬁ rst half of 2019, for testing of the remaining design changes prior to the production of Retail Series vehicles ramping up in 2019. We completed the ﬁ rst rental operations test in Eugene, Oregon. We used this location primarily as a test bed for developing the rental operations. We believe the rental strategy could turn a small footprint vehicle sales cost center into a revenue center where customers pay us for test driving our vehicles. Renting vehicles during the early phase of our development while vehicle production is constrained, could increase the potential revenue from each vehicle and create an ongoing revenue stream. To execute our growth strategy, we will require signiﬁ cant additional funds going forward. No assurances can be made that we will be successful in raising the capital in the short term required to continue operations. Management Opportunities, Challenges and Risks Demand, Production and Capital Demand for the Retail Series Arcimoto FUV has continued to increase. As of December 31, 2018, we had 3,217 FUV pre-orders with small refundable deposits, representing an increase of 983, or 44%, from the 2,234 pre-orders as of December 31, 2017. As of March 29, 2019, we had 3,883 pre-orders. Although we initially contemplated producing approximately 2,000 vehicles in the eighteen months following the closing of our Regulation A off ering, management decided to slow the rollout of FUVs post-off ering by reducing the total number of vehicles produced in 2018. Our decision was based, in part, on the following factors that became apparent to us in the fourth quarter of 2017: 1. The substantial public support we received in our Regulation A off ering in September and October 2017 allowed us to begin signiﬁ cant portions of the Phase 2 production preparations which we originally contemplated would not commence until twelve months after the closing of our Regulation A off ering. The Phase 2 manufacturing process requires additional up-front time to build out the manufacturing facility and redesign the FUV’s upper frame for robotic mass production. Because we anticipate proﬁ tability will only be achieved with the margins and volumes possible utilizing the Phase 2 automated manufacturing processes, limiting the number of vehicles built prior to these Phase 2 processes coming online, serves our commitment to capital effi ciency. 2. We experienced a delay in receiving key, single-source component parts from our suppliers of motors, motor controllers, and batteries that were expected in the fourth quarter 2017. Some of these materials were not received until the end of ﬁ rst quarter 2018. These supplier delays have continued throughout 2018. 3. The manufacture of the ﬁ rst two Signature Series vehicles took longer than anticipated, due primarily to the ﬁ tting of body panel parts. We are using the knowledge we gleaned from the manufacturing processes used in the production of our ﬁ rst Signature Series and subsequent Beta vehicles to optimize and ﬁ nalize the design and manufacturing processes for the (A-Series) and Retail FUVs. As a venture that embraces continuous improvement, we strive to improve our designs and manufacturing processes. 23 We anticipate that achieving full Phase 2 Retail Series production will involve many factors and variables including, but not limited to, the scale production supply chain, vehicle design ﬁ nalization, regulatory testing, and key component robotic manufacture. We believe that the adjustments we have made to our plan to scale production more closely aligns each of these objectives and will enhance our chances to achieve proﬁ tability sooner than if we had stayed with the sequencing we originally contemplated. Trends in Cash Flow, Capital Expenditures and Operating Expenses We aim to complete an additional 17 vehicles for testing, 11 of which were completed in the ﬁ rst quarter of 2019. We aim to ramp up Retail Series production during 2019, starting with 100 vehicles in the second quarter. Given this plan, our capital expenditures, which are substantially complete, have included signiﬁ cant capital costs for the tooling, production equipment and construction of the FUV production line. However, as stated above, if we are unable to successfully raise suffi cient additional capital to cover our ongoing operating expenses in the short term, we will not be able to continue operations. Operating expenses grew by 229% for the year ended December 31, 2018, as compared to the year ended December 31, 2017. This increase was driven by beginning the transformation of Arcimoto from a research and development (“R&D”) operation into a manufacturing company. The number of employees increased by 106%, from 34 as of December 31, 2017 to 70 employees (67 full time and 3 part time) as of December 31, 2018. In December 2017, we moved into a new approximately 32,000 square foot facility from our previous 5,000 square foot facility. In June 2018, we added 5,291 square feet of manufacturing and offi ce space, and in October 2018, re-negotiated the lease for this space. As a result, we incurred costs associated with equipping the employees, implementing systems, and running the larger facilities. R&D costs increased during the year ended December 31, 2018, as we redesigned the FUV for automated production processes, and sales and marketing costs increased due to investor relations expenses associated with being a publicly traded company. General and administrative cost continues to increase as we build out manufacturing, service and regulatory processes and operate as a public company. New Accounting Pronouncements For a description of our critical accounting policies and estimates, please refer to the “Summary of Signiﬁ cant Accounting Policies” in Note 3 to our Financial Statements under Part I, Item 1 of this Annual Report on Form 10-K ﬁ led with the SEC on March 29, 2019. Disclosure About Off -Balance Sheet Arrangements We do not have any outstanding derivative ﬁ nancial instruments, off -balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides ﬁ nancing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us. Critical Accounting Policies and Estimates Our ﬁ nancial statements are prepared in accordance with GAAP. The preparation of these ﬁ nancial statements requires us to make estimates and assumptions that aff ect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could diff er signiﬁ cantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material diff erences between these estimates and actual results, our future ﬁ nancial statement presentation, ﬁ nancial condition, results of operations and cash ﬂ ows will be aff ected. See Note 3 of the notes to the ﬁ nancial statements at December 31, 2018. 24 Results of Operations Year ended December 31, 2018 versus year ended December 31, 2017 Revenues During the years ended December 31, 2018 and 2017, we had revenues of $94,996 and $127,016, respectively. For 2018 we had revenue from the sale of our vehicles of $84,000 none of which was with related parties. We also had revenue of $7,314 from machining and metal work services, $1,680 in vehicle rental income and $2,002 from merchandise sales during the year ended December 31, 2018. There was $2,436 in such revenue for the year ended December 31, 2017. We received no grant revenue during the year ended December 31, 2018. During the year ended December 31, 2017, we had revenues of $127,016. Sources of revenue were $84,000 from the sale of our vehicles of which $42,000 was with a related party, and $2,436 from merchandise sales, and we also recognized grant revenue during the year ended December 31, 2017 amounting to $40,580. Revenue from grants are recognized in the period during which the condition under the grant have been met and we made payment for the related expense. Operating Expenses Research and Development Expenses Research and development (“R&D”) expenses consist primarily of personnel costs for our engineering and research teams and prototyping materials expense. R&D expenses for the year ended December 31, 2018 and 2017 were approximately $3,815,000 and $1,451,000, respectively. The primary reason for the increase in R&D expenses of $2,364,000, or 163%, resulted from an increase in engineering salaries and beneﬁ ts of approximately $1,685,000, an increase in tools and equipment expense of $290,000, and an increase in R&D materials expense of $400,000. The major R&D projects during 2018 were redesigning the vehicle for automated mass production, adding telematics capability, improve serviceability, improve effi ciency and range, and ﬁ nal regulatory compliance testing which is estimated to be completed by the end of May 2019. If this testing is not completed on time it will delay the start of retail production and the recognition of sales and revenue. Additional R&D projects performed in 2018 included the redesign and testing of electronic componentry for mass production and robustness, tooling and test machining of the proprietary gearbox for producibility and subsequent testing of performance, redesign of the bodywork to be vacuum formed reducing cost, door development and safety feature validation activity. Sales and Marketing Expenses Sales and marketing (“S&M”) expenses for the year ended December 31, 2018 and 2017 were approximately $1,570,000 and $828,000, respectively. The primary reasons for the increase in sales and marketing expenses during the year ended December 31, 2018 of approximately $742,000 or 90%, as compared to the prior period was an approximate $410,000 increase in public relations, marketing, and travel expenses associated with investor relations, a $137,000 increase in expense for developing and franchising the rental business, and a $136,000 increase in salary and beneﬁ ts expenses. General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of personnel and facilities costs related to executives, ﬁ nance, human resources, information technology, as well as certain human capital and related costs generally included in manufacturing that are being utilized to set-up operations associated with workﬂ ow, regulatory compliance, materials, service, quality, and legal organizations, as well as legal fees, professional and contract services. G&A expenses for the year ended December 31, 2018 were approximately $5,604,000 as compared to $1,064,000 for the same period last year, representing an increase of $4,540,000, or 427%. The primary reasons for the increase in the current period was due to an approximate $1,430,000 increase in salary and beneﬁ ts associated with developing our manufacturing, materials, service, quality and compliance, and other operations, a $1,748,000 increase in expenses associated with being a public company (investor relations, insurance, and professional fees), a $434,000 increase in depreciation, a $398,000 increase in facilities rent and maintenance, a $155,000 increase in lobbying expense, a $132,000 increase in computer and software expense to equip new hires, a $69,000 increase in employee recruiting and retention expense. 25 Interest Expense Interest expense for the year ended December 31, 2018 was approximately $101,000, as compared to $34,000 during the year ended December 31, 2017. The increase in interest expense was due to equipment ﬁ nancing. Liquidity and Capital Resources As of December 31, 2018, we had approximately $4,903,000 in cash and cash equivalents representing a decrease in cash and cash equivalents of approximately $2,921,000 from December 31, 2017. Sources of cash were predominantly from the sale of equity and debt. We anticipate that our current sources of liquidity, including cash and cash equivalents, together with our current projections of cash ﬂ ow from operating activities, will provide us with liquidity into the fourth quarter of 2019. We need to successfully raise funds in the short term, however, this is subject to market conditions and recognizing that we cannot be certain that additional funds would be available to us on favorable terms or at all. The amount and timing of funds that we may raise is undetermined and could vary based on a number of factors, including our ongoing liquidity needs, our current capitalization, as well as access to current and future sources of liquidity. We have invested approximately $6,115,000 into tooling and manufacturing capital expenditures for our current FUV production facility. At this time, we believe minimal further investment into tooling and manufacturing is required until we need to expand production capacity beyond a rate of 10,000 vehicles per year. As we ramp up production, we may identify opportunities for reducing cost of goods sold that may require additional capital expenditures. Cash Flows from Operating Activities Our cash ﬂ ows from operating activities are signiﬁ cantly aff ected by our cash outﬂ ows to support the growth of our business in areas such as R&D, sales and marketing and G&A expenses. Our operating cash ﬂ ows are also aff ected by our working capital needs to support personnel related expenditures, accounts payable and other current assets and liabilities. During the year ended December 31, 2018, cash used in operating activities was $12,672,033, which was primarily the result of our net loss incurred of $11,051,015, and increases in other current assets of $1,225,484, inventory of $1,509,048 related to materials for our electric vehicles. We also recorded increases in our accounts payable of $53,378, a decrease in accrued liabilities of $9,340, and increases in customer deposits of $54,657 and warranty accrual of $25,200. These increases in cash outﬂ ows were partially off set by stock-based compensation of $495,605. During the year ended December 31, 2017, cash used in operating activities was $3,344,437, which was primarily the result of our net loss incurred of $3,315,327, an increase in other current assets of $372,954 and an increase in inventories of $167,699 related to materials for our electric vehicles. These increases in cash outﬂ ows were partially off set by an increase in stock-based compensation of $203,734, an increase in accrued liabilities of $175,849 mainly for payroll related liabilities, an increase in accounts payable of $97,838, and a net increase in customer deposits of $13,932. Cash Flows from Investing Activities Cash ﬂ ows from investing activities primarily relates to the purchases and redemptions of certiﬁ cates of deposits and capital expenditures to support our growth in operations, including investments in manufacturing equipment and tooling. During the year ended December 31, 2018, we purchased $5,250,000 and redeemed $11,496,850 of certiﬁ cates of deposits, and paid $1,717,038, net of ﬁ nancing, for manufacturing equipment, tooling and FUVs placed into Company service or to be included in our rental ﬂ eet. We also received $250 in proceeds from the sale of property and equipment and paid $41,988 for security deposits. Cash ﬂ ows from investing activities for the year ended December 31, 2017 primarily relates to the purchases of certiﬁ cates of deposits and capital expenditures to support our growth in operations, including investments in manufacturing equipment and tooling. During 2017, we purchased $6,246,850 of certiﬁ cates of deposits and invested $1,960,438 in manufacturing equipment and tooling. We had no such purchases of certiﬁ cates of deposits or capital expenditures in 2016. 26 Cash Flows from Financing Activities During the year ended December 31, 2018, net cash provided by ﬁ nancing activities was $5,262,869, compared to $18,961,429 during the year ended December 31, 2017. Cash ﬂ ows used in ﬁ nancing activities during the year ended December 31, 2018 mainly comprised of payments on off ering costs of $526,011, and proceeds from the issuance of our common stock of $3,014,700, proceeds from the exercise of stock options of $29,259, payments of $255,079 on capital lease obligations and $3,000,000 in proceeds from notes payable. During the year ended December 31, 2017, net cash provided by ﬁ nancing activities was $18,961,429. Proceeds from the issuance of common stock during the year ended December 31, 2017 were $20,372,271 which consisted of $19,146,771 in gross proceeds from our Regulation A off ering of 2,945,657 shares of common stock and $1,225,500 in gross proceeds from our Regulation D off ering in that period of 245,100 shares of Series A-1 Preferred Stock. In addition, we received proceeds from the issuance of convertible debt and a note payable of $275,000. These proceeds were slightly off set by $1,285,842 in off ering costs and $400,000 in repayments of notes payable. Item 7a. Quantitative and Qualitative Disclosures About Market Risk Not applicable to smaller reporting companies. Item 8. Financial Statements and Supplementary Data The information required by this Item is set forth in the Financial Statements and Notes thereto beginning at page F-1 of this Report, which are incorporated herein by this reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None. Item 9A. Controls and Procedures This Annual Report does not include a report of management’s assessment regarding internal control over ﬁ nancial reporting due to a transition period established by rules of the SEC for newly public companies. In addition, this Annual Report does not include an attestation report of our registered public accounting ﬁ rm regarding internal control of ﬁ nancial reporting pursuant to rules of the SEC regarding smaller reporting companies and emerging growth companies. (a) Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as deﬁ ned in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we ﬁ le or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods speciﬁ ed in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including its Chief Executive Offi cer and Chief Financial Offi cer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including Mark Frohnmayer, our President and Chief Executive Offi cer, and Douglas M. Campoli, our Chief Financial Offi cer, we conducted an evaluation of the eff ectiveness of the design and operation of our disclosure controls and procedures, as deﬁ ned in Rules 13a-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, our President and Chief Executive Offi cer and our Chief Financial Offi cer concluded that as of December 31, 2018, our disclosure controls and procedures were eff ective. (b) Changes in Internal Control Over Financial Reporting No changes were made to our internal control over ﬁ nancial reporting occurred during the period ended December 31, 2018, that materially aff ected, or is reasonably likely to materially aff ect, our internal control over ﬁ nancial reporting. 27 Item 9B. Other Information On October 18, 2018, the Company”) entered into a Standard Industrial/Commercial Single-Tenant Lease-Net (the “Lease”) with TEJ Enterprises, LLC (the “Landlord”). Pursuant to the Lease, the Company will lease approximately 4491 square feet of space located at 630 Tenth Avenue, San Diego, CA (the “Premises”) from the Landlord, which the Company expects to use as a rental center for its FUVs, among other general retail, dispatching, parking and charging services for electrical vehicles. The Lease, which began on November 1, 2018, has a term of 5 years. Annual base rent under the Lease is approximately $8,982.00 per month, plus a 5% management fee. On October 18, 2018, pursuant to an amendment to the Lease (the “Lease Amendment”), the Company sublet the Premises to Hula Holdings, Inc. (“Hula”). Pursuant to the Lease Amendment, Hula has agreed to pay the Landlord 65% of the annual base rent and associated costs under the Lease. However, upon an event of default under the Lease, including the failure to pay rent (subject to a cure period and duty to mitigate), the Landlord may, among other things, terminate the Lease and require the Company to surrender possession of the Premises and pay all rent due and payable for the balance of Lease’s term. The description of the Lease and Lease Amendment provided above is qualiﬁ ed in its entirety by reference to the full and complete terms of the Lease and Lease Amendment, which are ﬁ led, respectively, as Exhibit 10.7 and 10.8 to this Annual Report on Form 10-K. 28 Item 10. Directors, Executive Offi cers and Corporate Governance PART III Information required by this Item concerning our directors is incorporated by reference from the sections captioned “Proposal One — Election of Directors” and “Corporate Governance Matters” contained in our proxy statement related to the 2019 Annual Meeting of Stockholders currently scheduled to be held on May 11, 2019 (the “Proxy Statement”) The information required by this Item concerning compliance with Section 16(a) of the United States Securities Exchange Act of 1934, as amended, is incorporated by reference from the section of the Proxy Statement captioned “Section 16(a) Beneﬁ cial Ownership Reporting Compliance”. Item 11. Executive Compensation The information required by this Item is incorporated by reference to the information under the sections captioned “Executive Compensation” and “Director Compensation” in the Proxy Statement. Item 12. Security Ownership of Certain Beneﬁ cial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to the information under the sections in the Proxy Statement captioned: (i) “Security Ownership of Certain Beneﬁ cial Owners and Management”; and (ii) “Equity Incentive Plans” under “Proposal Three — Approval of Amendment to the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to the information under the section captioned “Certain Relationships and Related-Party Transactions” and “Corporate Governance Matters” in the Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference to the information under the section captioned “Fees Paid to Auditors” in the proxy statement. 29 PART IV Item 15. Exhibits, Financial Statement Schedules (a) 1. Financial Statements. See index to ﬁ nancial statements on page F-1 of this Annual Report. 2. Financial Statement Schedules. All other schedules called for under regulation S-X are not submitted because they are not applicable or not required, or because the required information is included in the ﬁ nancial statements or notes thereto. (b) Exhibits. The following items will be exhibits to this Annual Report on Form 10-K. Exhibit Number 1.1 3.1(a) 3.1(b) 3.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 Exhibit Description Underwriting Agreement Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. Second Amended and Restated Bylaws of Arcimoto, Inc. Industrial Lease dated September 3, 2017 by and between Arcimoto, Inc. and 2034 LLC Arcimoto, Inc. Second Amended and Restated Stock Incentive Plan # Arcimoto, Inc. Amended and Restated 2015 Stock Incentive Plan # Arcimoto 2018 Omnibus Stock Incentive Plan Form of Notice of Stock Option Grant and Award Agreement Form of Restricted Stock Award Agreement Industrial Lease dated October 18, 2018 by and between Arcimoto, Inc. and TEJ Enterprises Amendment to Industrial Lease dated October 18, 2018 by and between Arcimoto, Inc. and TEJ Enterprises Exchange Agreement by and between Arcimoto, Inc. and Mark Frohnmayer Form of Subscription Agreement for securities offered in registered offering Subscription Agreement with FOD Capital, LLC for shares and warrants and a senior secured note Warrant to purchase common stock issued to FOD Capital, LLC Senior Secured Note issued in favor of FOD Capital, LLC Security Agreement dated December 27, 2018 in favor of FOD Capital, LLC Intellectual Property Security Agreement dated December 27, 2018 in favor of FOD Capital, LLC 30 Form Incorporated by Reference (Unless Otherwise Indicated) Exhibit File No. Filing Date Filed herewith Filed herewith Filed herewith 1-A 024-10710 2.2 August 8, 2017 8-K 024-10710 10.1 October 4, 2017 1-A 024-10710 1-A 024-10710 2.2 2.2 August 8, 2017 August 8, 2017 8-K 8-K 001-38213 001-38213 10.4 10.5 June 13, 2018 June 13, 2018 8-K 001-38213 10.6 June 13, 2018 Filed herewith Filed herewith 8-K 001-38213 10.7 November 21, 2018 8-K 001-38213 10.8 November 21, 2018 8-K 001-38213 8-K 001-38213 4.1 4.2 December 28, 2018 December 28, 2018 8-K 001-38213 10.1 December 28, 2018 8-K 001-38213 10.2 December 28, 2018 8-K 001-38213 10.3 December 28, 2018 Incorporated by Reference (Unless Otherwise Indicated) Exhibit 10.4 File No. 001-38213 Filing Date December 28, 2018 — — — — — — — — — — — — — — — — — — Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Exhibit Number 10.16 23.1 31.1 31.2 32.1 Exhibit Description Collateral Assignment of Lease dated December 27, 2018 in favor of FOD Capital, LLC Consent of dbbmckennon, Independent Registered Public Accounting Firm Certiﬁcation of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document. Form 8-K — — — 101.INS — 101.SCH XBRL Taxonomy Extension Schema Document. — — 101.CAL XBRL Taxonomy Extension Calculation 101.DEF Linkbase Document. XBRL Taxonomy Extension Deﬁnition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE Document. XBRL Taxonomy Extension Presentation Linkbase Document. — — — Item 16. Form 10-K Summary None. 31 Financial Statements December 31, 2018 and 2017 ARCIMOTO, INC. TABLE OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017: Page F-2 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement of Stockholders’ Equity (Deﬁcit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3 F-4 F-5 F-6 F-7 – F-25 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Arcimoto, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Arcimoto, Inc. (the “Company”) as of December 31, 2018 and 2017, the related statements of operations, stockholders’ equity (deﬁ cit) and cash ﬂ ows, for the years then ended, and the related notes (collectively referred to as the “ﬁ nancial statements”). In our opinion, the ﬁ nancial statements present fairly, in all material respects, the ﬁ nancial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash ﬂ ows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These ﬁ nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ﬁ nancial statements based on our audits. We are a public accounting ﬁ rm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over ﬁ nancial reporting. As part of our audits we are required to obtain an understanding of internal control over ﬁ nancial reporting but not for the purpose of expressing an opinion on the eff ectiveness of the Company’s internal control over ﬁ nancial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the ﬁ nancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ﬁ nancial statements. Our audits also included evaluating the accounting principles used and signiﬁ cant estimates made by management, as well as evaluating the overall presentation of the ﬁ nancial statements. We believe that our audits provide a reasonable basis for our opinion. Going Concern The accompanying ﬁ nancial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the ﬁ nancial statements, the Company has not achieved positive earnings and operating cash ﬂ ows from its intended operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The ﬁ nancial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ dbbmckennon We have served as the Company’s auditor since 2016. Newport Beach, California March 29, 2019 F-2 ARCIMOTO, INC. BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Certiﬁcates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 4,903,019 $ — — 1,703,573 1,626,644 8,233,236 5,809,774 41,988 7,824,109 6,246,850 500 194,525 401,160 14,667,144 2,434,026 — Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,084,998 $ 17,101,170 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . Note payable, net of discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 717,151 $ 246,418 454,624 383,800 2,677,076 4,479,069 663,773 255,758 399,967 — — 1,319,498 Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term capital lease obligations, net of current portion . . . . . . . . . . . . . Total long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,200 1,513,595 1,538,795 — — — Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,017,864 1,319,498 Commitments and contingencies (Note 11) Stockholders’ equity: Series A-1 preferred stock, no par, 1,500,000 authorized; 0 and 0 shares issued and outstanding as of December 31, 2018 and 2017, respectively . . Class C Preferred Stock, no par, 2,000,000 authorized; 2,000,000 and 0 shares issued and outstanding as of December 31, 2018 and 2017, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common shares 20,000,000 shares authorized no par value; 15,032,341 and 15,872,001 shares issued and outstanding as of December 31, 2018 and 2017, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deﬁcit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 30,102,738 930,869 (22,966,473) 8,067,134 27,177,790 519,340 (11,915,458) 15,781,672 Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,084,998 $ 17,101,170 See accompanying notes to ﬁ nancial statements. F-3 ARCIMOTO, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 2018 2017 Revenue Grant revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Product sales – related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — 84,000 10,996 94,996 Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,531 Gross proﬁt (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,535) 40,580 42,000 44,436 — 127,016 78,439 48,577 Operating expenses Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,814,844 1,569,888 5,604,505 10,989,237 1,451,394 827,941 1,063,635 3,342,970 Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,021,772) (3,294,393) Other expense (income) Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,946 (71,703) 34,143 (13,209) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (11,051,015) $ (3,315,327) Weighted-average common shares outstanding basic and diluted . . . . . . . . . . . . Net loss per common share – basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,754,718 (0.70) $ 13,554,282 (0.24) See accompanying notes to ﬁ nancial statements. F-4 ) 1 3 0 , 6 2 6 ( $ ) 1 3 1 , 0 0 6 , 8 ( $ 6 0 6 , 6 3 3 $ 4 9 4 , 7 3 6 , 7 $ 6 6 4 , 7 3 3 , 2 1 l a t o T ’ s r e d l o h k c o t S l a n o i t i d d A k c o t s n o m m o C k c o t s d e r r e f e r P C s s a l C k c o t s d e r r e f e r P 1 - A s e i r e S y t i u q E ) t i c ﬁ e D ( d e t a l u m u c c A t i c ﬁ e D n i - d i a P l a t i p a C t n u o m A f o r e b m u N s e r a h S t n u o m A f o r e b m u N s e r a h S t n u o m A f o r e b m u N s e r a h S . C N I , O T O M I C R A ) T I C I F E D ( Y T I U Q E ’ S R E D L O H K C O T S F O S T N E M E T A T S 7 1 0 2 D N A 8 1 0 2 , 1 3 R E B M E C E D D E D N E S R A E Y E H T R O F — 0 0 0 , 1 2 0 0 5 , 5 2 2 , 1 7 6 8 , 2 7 4 1 7 7 , 6 4 1 , 9 1 ) 2 4 8 , 5 2 3 , 1 ( — 4 3 7 , 2 8 1 ) 7 2 3 , 5 1 3 , 3 ( 2 7 6 , 1 8 7 , 5 1 0 5 4 , 5 9 1 4 7 0 , 6 2 1 , 3 — 9 5 2 , 9 2 ) 1 6 4 , 4 1 3 ( — — 5 5 1 , 0 0 3 — — — — — — — — — — — — — — 4 3 7 , 2 8 1 ) 7 2 3 , 5 1 3 , 3 ( — — 0 0 0 , 1 2 0 0 5 , 5 2 2 , 1 — 0 0 0 , 4 0 0 2 , 0 9 4 ) 2 4 8 , 5 2 3 , 1 ( — 7 6 8 , 2 7 4 2 3 8 , 0 8 1 7 7 , 6 4 1 , 9 1 7 5 6 , 5 4 9 , 2 — — — — — 6 4 8 , 3 1 ) 8 5 4 , 5 1 9 , 1 1 ( 0 4 3 , 9 1 5 0 9 7 , 7 7 1 , 7 2 1 0 0 , 2 7 8 , 5 1 — — — — — — — — — 4 7 3 , 1 1 1 0 5 4 , 5 9 1 0 0 7 , 4 1 0 , 3 0 0 0 , 5 5 0 0 9 , 4 0 0 , 1 — — — — — 5 5 1 , 0 0 3 — — — — — 9 5 2 , 9 2 ) 1 6 4 , 4 1 3 ( 0 0 2 , 4 1 — 7 6 9 , 5 1 3 7 2 , 0 7 — — ) 0 0 0 , 0 0 0 , 2 ( ) 5 1 0 , 1 5 0 , 1 1 ( ) 5 1 0 , 1 5 0 , 1 1 ( — 4 3 1 , 7 6 0 , 8 $ ) 3 7 4 , 6 6 9 , 2 2 ( $ 9 6 8 , 0 3 9 $ 8 3 7 , 2 0 1 , 0 3 $ 1 4 3 , 2 3 0 , 5 1 — — — — — — — — — — — — — — — — — — — — — $ — — $ — . . . . . . . . . . . . 6 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B — — — — — — — — — — — — — — — — — — 0 0 0 , 0 0 0 , 2 $ 0 0 0 , 0 0 0 , 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ 0 0 5 , 5 2 2 , 1 0 0 1 , 5 4 2 ) 0 0 5 , 5 2 2 , 1 ( ) 0 0 1 , 5 4 2 ( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t s d e r r e f e r p 1 - A s e i r e S f o e c n a u s s I . k c o t s d e r r e f e r p 1 - A s e i r e S f o n o i s r e v n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s e c i v r e s r o f k c o t s n o m m o c f o e c n a u s s I . . . . . . . . . h s a c r o f k c o t s n o m m o c f o e c n a u s s I k c o t s n o m m o c o t s e t o n f o n o i s r e v n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s t s o c g n i r e ff O . s s e l h s a c – d e s i c r e x e s t n a r r a W . . . . . . n o i t a s n e p m o c d e s a b - k c o t S . . . . . . . . . . . . . . . s s o l t e N . 7 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B s e c i v r e s r o f k c o t s n o m m o c f o e c n a u s s I . . . h s a c r o f k c o t s n o m m o c f o e c n a u s s I C s s a l C r o f k c o t s n o m m o c f o e g n a h c x E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t s d e r r e f e r P s n o i t p o k c o t s f o e s i c r e x E . . . . . . . . . s t s o c g n i r e ff O . s s e l h s a c – d e s i c r e x e s n o i t p O . s s e l h s a c – d e s i c r e x e s t n a r r a W . . . . . . n o i t a s n e p m o c d e s a b - k c o t S . . . . . . . . . . . . . . . s s o l t e N . 8 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B F-5 s t n e m e t a t s l a i c n a n ﬁ e h t o t s e t o n g n i y n a p m o c c a e e S ARCIMOTO, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 OPERATING ACTIVITIES Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (11,051,015) $ (3,315,327) 2018 2017 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on disposal of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,494 39,020 495,605 Changes in operating assets and liabilities: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranty accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVESTING ACTIVITIES Purchase of certiﬁcates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of certiﬁcates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from the disposal of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash inﬂow provided by (used) in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FINANCING ACTIVITIES Proceeds from sale of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment on capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from convertible notes payable to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of convertible notes payable to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from convertible notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of convertible notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from note payable to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of note payable to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by ﬁnancing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 (1,509,048) (1,225,484) 53,378 (9,340) 54,657 25,200 (12,672,033) (5,250,000) 11,496,850 (1,717,038) 250 (41,988) 4,488,074 3,014,700 (526,011) 29,259 (255,079) — — — — — — 3,000,000 — 5,262,869 20,107 — 203,734 83 (167,699) (372,954) 97,838 175,849 13,932 — (3,344,437) (6,246,850) — (1,960,438) — — (8,207,288) 20,372,271 (1,285,842) — — 170,000 (70,000) 100,000 (75,000) 5,000 (5,000) — (250,000) 18,961,429 Net cash increase (decrease) for year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,921,090) 7,409,704 Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,824,109 4,903,019 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Cash paid during the year for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,946 150 414,405 7,824,109 14,841 150 $ $ $ SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Conversion of series A-1 preferred stock to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Notes payable and accrued interest converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Notes payable to related parties and accrued interest converted to common stock . . . . . . . . . . . . . . . $ Fixed asset purchases in accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Portion of equipment acquired through capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Warrants issued to underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Warrants issued to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ 2,152,474 — $ $ 111,374 1,225,500 316,701 156,166 484,890 — 29,820 — See accompanying notes to ﬁ nancial statements. F-6 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1: NATURE OF OPERATIONS Arcimoto, Inc. (the “Company”) was originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation, and later changed its name to Arcimoto, Inc. The Company was founded in order to build products that catalyze the shift to a sustainable transportation system. The ﬁ rst step in this shift has been developing an aff ordable, daily utility, pure electric vehicle. Over the past eleven years, the Company has developed a revolutionary new vehicle platform designed around the needs of everyday drivers. Its main product is the Fun Utility Vehicle® (“FUV”), the ﬁ rst real, aff ordable, and fossil-free alternative for the vast majority of daily trips. Compared to the average car, the FUV has dropped 3/4 of the weight and 2/3 of the footprint, in order to bring the joy of ultra-effi cient, pure electric driving to the masses. Risks and Uncertainties The Company currently has limited production and distribution capabilities. Facilities to manufacture vehicles on a scale of up to 10,000 vehicles per year are substantially complete. Arcimoto also does not have a history of higher-scale production and may encounter delays, ﬂ aws, or ineffi ciencies in the manufacturing process, which may prevent or delay achieving higher-scale production within the anticipated timeline. The Company believes that small scale Retail Series production will commence by the second quarter 2019; however, delays in ﬁ nalizing the FUV testing, design, availability of inventory, and machinery tooling customization could delay such estimates. At the end of October 2018, Arcimoto opened its ﬁ rst vehicle rental location in Eugene, Oregon. The Company used this location primarily as a test bed for developing the rental operations. Part of the Company’s strategy is to use vehicle rentals to generate a positive cash ﬂ ow from customer test drive activities. Arcimoto has faced certain obstacles to the rental strategy including the insurance industry’s reluctance to issue rental liability insurance to a manufacturer operating a rental business for their own vehicles, auto insurance companies being unwilling to extend their customer’s auto coverage to the rental of three wheeled vehicles or to motorcycles, and the reluctance of insurers to off er SLI (supplemental liability insurance) for operators of motorcycle rental facilities to sell to their customers. The Company has acquired rental liability insurance and is pursuing SLI to off er to rental customers. As with any strategy, there is the risk that the rental business will not be successful. Arcimoto learned a great deal from this short-term test that the Company believes will help reﬁ ne the rental operations in preparation for a planned reopening of the Oregon rental facility and potential launch of the San Diego rental operation after Retail FUV production has commenced. As of December 31, 2018, the Company has $1,703,573 in inventory and another approximately $1,017,000 in prepaid inventory not received yet. Prepaid inventory is included in other current assets. Certain inventory components are included in prepaid inventory and have long lead time parts requiring payment in advance. The Company has limited experience in developing, training and managing a sales force, and will incur substantial additional expenses marketing its current and future products and services. Developing a full marketing and sales force is also time consuming and could delay launch of future products and services. In addition, the Company will compete with companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales eff orts may be unable to compete successfully against these companies. Further, the Company’s business and operations are sensitive to general governmental policy, business and economic conditions in the United States and worldwide. A host of factors beyond the Company’s control could cause ﬂ uctuations in these conditions. Other developments, including but not limited to economic recessions, trends in vehicle manufacturing, consumer taste, availability of inventory, and changes in government policy related to cars and motorcycles, could have a material adverse eff ect on the Company’s ﬁ nancial condition and the results of its operations. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products and services on a timely and cost-eff ective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other diffi culties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company F-7 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1: NATURE OF OPERATIONS (cont.) may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, we may not have the capital resources to further the development of existing and/or new products. NOTE 2: GOING CONCERN The accompanying ﬁ nancial statements have been prepared on a basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring operating losses and negative operating cash ﬂ ows since inception. The Company has not achieved positive earnings and operating cash ﬂ ows to enable the Company to ﬁ nance its operations internally. Funding for the business to date has come primarily through the issuance of debt and equity securities. The Company will require additional funding during the fourth quarter of 2019 to continue to operate in the normal course of business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. Although the Company’s objective is to increase its revenues from the sales of its products within the next few years suffi cient to generate positive operating and cash ﬂ ow levels, there can be no assurance that the Company will be successful in this regard. The Company will need to raise additional capital to fund its operations, which it intends to obtain through debt and/or equity off erings. Funds on hand and any follow-on capital, will be used to invest in the business to expand sales and marketing eff orts, enhance current product by continuing research and development to bring the FUV to retail production, continue to build custom tooling and optimize our production facility, and fund operations until positive cash ﬂ ow is achieved. The need for additional capital may be adversely impacted by uncertain market conditions or approval by regulatory bodies. NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform with generally accepted accounting principles in the United States, (“GAAP”). Use of Estimates The preparation of ﬁ nancial statements in conformity with GAAP requires management to make estimates and assumptions that aff ect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the ﬁ nancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could diff er from those estimates. Fair Value Measurements The Company’s ﬁ nancial instruments consist primarily of cash and cash equivalents and equipment ﬁ nancing obligations. The carrying amounts of such ﬁ nancial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash ﬂ ows. The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codiﬁ cation (“ASC”) 820-10, Fair Value Measurements and Disclosures, which deﬁ nes fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent deﬁ nition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. F-8 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity speciﬁ c information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is deﬁ ned as follows: • • • Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and Level 3 — inputs to the valuation methodology are unobservable and signiﬁ cant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is signiﬁ cant to the fair value measurement. The carrying amounts reported in the accompanying ﬁ nancial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the ﬁ nancial instruments. As of December 31, 2018 and 2017, the Company did not have any level 2 or level 3 instruments. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2018 and 2017, the Company held its balance of cash and cash equivalents in ﬁ nancial institutions, which, at times, exceed the federally insured limits. Accounts Receivable Accounts receivable are reported net of allowance for probable losses. It represents the amount management expects to collect from outstanding balances. Diff erences between the amount due and the amount management expects to collect are charged to operations in the year in which those diff erences are determined, with an off setting entry to a reserve allowance. As of December 31, 2018, and 2017, the Company had $17,887 and $500, respectively of accounts receivable with a $17,887 reserve allowance as of December 31, 2018. Certiﬁ cates of Deposit The Company uses certiﬁ cates of deposit for short-term investments. No more than $250,000 is invested in any single certiﬁ cate of deposit so that all balances are covered by federally insured limits. As of December 31, 2018 and 2017, $0 and $6,246,850, respectively, of the Company’s certiﬁ cates of deposit had original maturities greater than three months and therefore were not included in cash and cash equivalents. Inventory Inventory is stated at the lower of cost (using the ﬁ rst-in, ﬁ rst-out method “FIFO”) or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment, and component parts. Inventories consisted almost entirely of raw materials and component parts as of December 31, 2018. Work-in-progress as of December 31, 2018 was $15,683, with no signiﬁ cant amounts as of December 31, 2017. There were $156,858 in Finished Goods at December 31, 2018, with no ﬁ nished goods as of December 31, 2017. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. F-9 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for ﬁ nancial statement purposes. The estimated useful lives for signiﬁ cant property and equipment categories are as follows: Computer Equipment and Software Furniture and Fixtures Machinery and Equipment Leasehold Improvements Off ering Costs 1 – 3 years 2 – 7 years 5 – 10 years Shorter of useful or lease life The Company accounts for off ering costs in accordance with FASB ASC 340, Other Assets and Deferred Costs. Prior to the completion of an off ering, off ering costs will be capitalized as deferred off ering costs on the balance sheet. The deferred off ering costs will be charged to stockholders’ equity or as a reduction of debt upon the completion of an off ering or to expense if the off ering is not completed. As of December 31, 2018, no off ering costs were capitalized, as all deferred off ering costs were charged to stockholders’ equity or against debt proceeds upon our fourth quarter 2018 equity and debt recapitalization further described in Note 6 and 7. As of December 31, 2018 and 2017, off ering costs totaled approximately $637,000 and $1,326,000, respectively, which includes the off ering costs for the fourth quarter 2018 equity and debt recapitalization and the Regulation A off ering, respectively. Of the 2018 amount, approximately $526,000 was cash based and $111,000 was non-cash in the form of warrants issued in the fourth quarter 2018 off ering. Off ering costs in 2018 were allocated between debt and equity off erings. Impairment of Long-Lived Assets The Company follows FASB Accounting Standards Codiﬁ cation (“ASC”) 360, Accounting for Impairment or Disposal of Long-Lived Assets. ASC 360 requires that if events or changes in circumstances indicate that the carrying value of long-lived assets or asset groups may be impaired, an evaluation of recoverability would be performed by comparing the estimated future undiscounted cash ﬂ ows associated with the asset to the asset’s carrying value to determine if a write-down to market value would be required. Long-lived assets or asset groups that meet the criteria in ASC 360 as being held for sale are reﬂ ected at the lower of their carrying amount or fair market value, less costs to sell. Customer Deposits Refundable customer deposits are generally held in a separate deposit account. Revenue is not recognized on refundable customer deposits until the deposit is applied to a non-refundable vehicle order, the vehicle manufacturing process is completed, the vehicle is ready for pickup by or delivery to the customer. Warranties During 2018 the Company recorded a warranty reserve for four Signature Series vehicles sold. The Company intends to begin recording warranty reserves with the commencement of Retail Series production of the FUV. We intend to provide a warranty on vehicle and production powertrain components and battery pack sales, and we will accrue warranty reserves at the time a vehicle or production powertrain component is delivered to the customer. Warranty reserves include management’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact our evaluation of historical data. We will review our reserves at least quarterly to ensure that our accruals are adequate in meeting expected future warranty obligations, and we will adjust our estimates as needed. Warranty expense will be recorded as a component of cost of revenues in the statement of operations. The portion of the warranty provision which is expected to be incurred within 12 months from the balance sheet date will be classiﬁ ed as current, while the remaining amount will be classiﬁ ed as long-term liabilities. F-10 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are ready for pickup by or delivery to the customer in accordance with the sales agreement or purchase order, which is when control of the vehicle passes to the customer. The Company’s shipping terms are generally F.O.B. shipping point, where title is transferred, and revenue is recognized when the products are shipped to or picked up by customers. The Company determined that the adoption of Accounting Standards Update No. 2014-09 (ASU 2014-09), “Revenue from Contracts with Customers” (“ASC 606”) had no material impact to the Company’s ﬁ nancial statements. Grant Revenue Revenue from grant revenue is recognized in the period during which the conditions under the grant have been met and the Company has made payment for the related expense. Grant revenue was $0 and $40,580 for the years ended December 31, 2018 and 2017, respectively. Management believes the loss of such revenues will not have a material eff ect on the Company’s operations. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation — Stock Compensation. Under the fair value recognition provisions of FASB ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option or warrant vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options and common stock warrants. The Company measures compensation expense for its non-employee stock-based compensation under FASB ASC 505-50, Equity-Based Payments to Non-Employees. The fair value of the award issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock and/or the calculated value based on the inputs to the Black-Scholes model on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity award is charged directly to stock-based compensation expense and credited to additional paid-in capital. Advertising Costs Advertising costs are recorded as an expense in the period in which we incur the costs or the ﬁ rst time the advertising takes place. Advertising costs expensed were $15,148 and $317,324 for the years ended December 31, 2018 and 2017, respectively. Research and Development Expenses relating to research and development are expensed as incurred. Vehicle and battery research and development expenses consisted of $3,814,844 for the year ended December 31, 2018, and $1,451,394, for the year ended December 31, 2017. Income Taxes The Company accounts for income taxes under an asset and liability approach for ﬁ nancial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of diff erences between the ﬁ nancial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to income tax expense in the period such determination was made. Likewise, should the Company determine that it would not be able F-11 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income tax expense in the period such determination was made. The Company has incurred losses for tax purposes since inception and has signiﬁ cant tax losses and tax credit carry forwards. These amounts are subject to valuation allowances as it is uncertain that they will be realized before they expire. Net Earnings or Loss per Share The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive eff ect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive eff ect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At December 31, 2018 and 2017, the Company excluded the outstanding securities summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their eff ect would have been anti-dilutive. December 31, 2018 December 31, 2017 Warrants to purchase common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options to purchase common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Underwriters and investor warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warrants issued to vendors outside of employee plans . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 893,004 1,348,223 1,065,095 47,000 3,353,322 973,004 984,200 122,238 47,000 2,126,442 Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement aff ects the Company’s ﬁ nancial reporting, the Company undertakes a study to determine the consequences of the change to its ﬁ nancial statements and assures that there are proper controls in place to ascertain that the Company’s ﬁ nancial statements properly reﬂ ect the change. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classiﬁ ed as either ﬁ nancing or operating, with classiﬁ cation aff ecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is eff ective for ﬁ scal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modiﬁ ed retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” that allows entities to apply the provisions of the new standard at the eff ective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modiﬁ ed retrospective transition approach (January 1, 2017) and recognize a cumulative-eff ect adjustment to the opening balance of retained earnings in the F-12 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) period of adoption. The modiﬁ ed retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the eff ective date of Topic 842, including continuing to account for leases that commence before the eff ective date in accordance with previous guidance, unless the lease is modiﬁ ed. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. On August 17, 2018, the SEC issued Rule 33-10532 which requires registrants, including smaller reporting companies, to disclose in interim periods on Form 10-Q (1) the changes in each caption of stockholders’ equity and noncontrolling interests for the “current and comparative year-to-date periods, with subtotals for each interim period” and (2) the amount of dividends per share for each class of shares. Rule 33-10532 became eff ective 30 days after its publication on November 5, 2018. On September 25, 2018 the SEC released guidance advising it will not object to a registrant adopting the requirement to include changes in stockholders’ equity in the Form 10-Q for the ﬁ rst quarter beginning after the eff ective date of the rule. The Company adopted Rule 33-10532 on its eff ective date and will issue the required statement of stockholders’ equity beginning in its ﬁ rst quarterly Form 10-Q ﬁ ling in 2019. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simpliﬁ es the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are eff ective for ﬁ scal years beginning after December 15, 2019, and interim periods within ﬁ scal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company expects to adopt the new standard on January 1, 2020. The Company anticipates the adoption will not have a material impact on its ﬁ nancial statements. Adoption of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), as modiﬁ ed by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Eff ective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reﬂ ects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modiﬁ ed retrospective approach with practical expedients, or a cumulative eff ect upon adoption approach. The Company adopted the new standard on January 1, 2018, using the modiﬁ ed retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s ﬁ nancial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modiﬁ cation Accounting. ASU 2017-09 provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 should be applied prospectively to an award modiﬁ ed on or after the adoption date. This ASU is eff ective for ﬁ scal years beginning after December 15, 2017, including interim periods within those years. The Company adopted the new standard on January 1, 2018 and the adoption of ASU 2017-09 did not have a material impact on the Company’s ﬁ nancial statements. F-13 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 4: PROPERTY AND EQUIPMENT As of December 31, 2018 and 2017, our property and equipment consisted of the following: December 31, 2018 December 31, 2017 Computer equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Furniture and ﬁxtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FUV rental ﬂeet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed assets in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,594 $ 46,839 4,683,529 71,998 349,008 1,082,345 6,285,314 (475,539) 5,809,774 $ 60,696 50,996 1,658,976 — 297,025 462,531 2,530,224 (96,198) 2,434,026 Fixed assets in process is comprised primarily of Beta FUVs being reworked for deployment into the rental ﬂ eet, leasehold improvements, tooling and equipment related to the manufacturing of our vehicles. Completed assets are transferred to their respective asset class and depreciation begins when the asset is ready for its intended use. Depreciation expense was $454,494 and $20,107 during the years ended December 31, 2018 and 2017, respectively. NOTE 5: CAPITAL LEASE OBLIGATIONS As of December 31, 2018, the Company has ﬁ nanced a total of $2,143,243 of its capital equipment purchases with monthly payments ranging from $437 to $8,582, repayment terms ranging from 48 to 60 months, and eff ective interest rates ranging from 4.52% to 9.86%. Total monthly capital lease payments as of December 31, 2018 are $43,728. These lease obligations mature ranging from December 2021 through October 2023 and are secured by approximately $2,719,557 in underlying assets which have $127,717 in accumulated depreciation as of December 31, 2018. The balance of capital lease obligations was $1,897,395 and $0 as of December 31, 2018 and 2017, respectively. See the following table for future minimum payments by year. Years ending December 31: 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total payments including interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Less amounts representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total of future payments on principal balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 524,734 524,734 524,734 524,557 155,424 2,254,183 (356,788) 1,897,395 (383,800) 1,513,595 NOTE 6: NOTES PAYABLE On December 4, 2015, the Company entered into a $250,000 loan agreement with the City of Eugene Business Development Fund; however, the funds for the loan were not received until April 1, 2016. This loan was secured by substantially all assets of the Company and had an interest rate of 5% per annum. Interest only payments were due monthly from the date of disbursement. The entire unpaid principal balance of the loan, plus accrued interest, was due and payable upon the earlier of the occurrence of a Regulation A off ering or October 1, 2017. The note was repaid on September 21, 2017 in full, after the ﬁ rst closing of the Regulation A off ering. F-14 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 6: NOTES PAYABLE (cont.) During the year ended December 31, 2017, the Company issued a series of convertible notes with original principal balances of $200,000, all with the same terms as disclosed below. Of these notes $100,000 were to related parties. The notes and all accrued interest were due on March 31, 2018. Similar notes were issued in 2016 for total convertible notes of $525,000. The notes were secured by substantially all assets of the Company and had a stated interest rate of 6% per annum. The notes were convertible on demand at the greater of $5.00 per share or 90% of the active selling price of the Series A-1 Preferred Stock at the time of conversion. Notes totaling $450,000, of which $150,000 was for related parties, with accrued interest thereon of approximately $23,000 were converted to 80,832 shares of common stock on August 31, 2017, at a price of $5.85 per share, which represented 90% of the $6.50 per share price in the Regulation A off ering. Notes totaling $75,000 were repaid in cash along with accrued interest thereon of $354. During September 2017, the Company issued two convertible notes to related parties in the total principal amount of $70,000. The notes and all accrued interest were due on March 31, 2018. These notes were secured by substantially all assets of the Company and had a stated interest rate of 6% per annum. The notes were convertible on demand at the greater of $6.50 per share of common stock or 90% of the active selling price of the common stock at the time of conversion. The notes principal balance of $70,000 and accrued interest of $232 was repaid in cash on September 29, 2017. On September 11, 2017, the Company borrowed $5,000 from a related party, no security was issued for the loan. The loan was meant to be a short-term advance and due on demand. The loan was repaid on October 26, 2017 and there is no interest associated with this advance. On December 27, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with FOD Capital, LLC, a Florida limited liability company (the “Investor”), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the “Shares”), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the “Warrant”), and (iii) a senior secured note in the principal amount of $3,000,000 (the “Note”). (see Note 7) NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT) Stock-Split On July 21, 2017, the Board and a majority of common stockholders voted to enact a two-for-one common stock split and increase the authorized common shares to 20,000,000. On July 25, 2017, a majority of the Series A-1 Preferred stockholders voted to convert all 1,434,891 Series A-1 Preferred shares to 2,869,782 common shares. The July 21, 2017, two-for-one common stock split resulted in a conversion rate of two shares of common stock for each share of Series A-1 Preferred stock. In accordance with SEC reporting guidelines, the retrospective application of the stock split has been applied to historical ﬁ nancial information, and the Series A-1 Preferred to common stock conversion was reﬂ ected in the accompanying ﬁ nancial statements as if it occurred as of December 31, 2016. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock and 2,000,000 are designated as Class C Preferred Stock. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is also subject to mandatory conversion provisions upon an initial public off ering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. During the ﬁ rst two quarters of 2017, 245,100 shares of Series A-1 Preferred Stock were sold for cash proceeds of $1,225,500 under a Regulation D off ering. Of these shares, 10,000 were issued to a related party. The Series A-1 Preferred Stock was converted to common stock as noted above. F-15 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT) (cont.) As a result of the share exchange agreement described below, the Company was authorized to issue 2,000,000 of Class C Preferred Stock. On November 15, 2018, all 2,000,000 were issued in the exchange noted below. Except as otherwise required by law or expressly provided in the Related Articles, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of the Company. The Company is not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Common Stock The Company is authorized to issue 20,000,000 shares of common stock, no par value, as of December 31, 2018 and 2017. The Company has reserved a total of 2,850,744 shares of its common stock pursuant to the equity incentive plans (see Note 8). The Company has 2,236,893 and 1,957,204 stock options and warrants outstanding under these plans as of December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company has reserved an additional 942,857 shares of its common stock for warrants pursuant to the Subscription Agreement discussed above. As of December 31, 2018, these warrants were vested on issuance. Common Stock Issued for Compensation On October 4, 2017, we issued 4,000 shares of common shares at a cost of $5.25 per share were issued to a vendor in exchange for video production services. The price per share was based on the closing quote for the Company’s common stock on the Nasdaq Capital Market the day before the Board of Directors approved the payment. The total cost of $21,000 is included in sales and marketing expenses on the Company’s Statement of Operations. During the year ended December 31, 2018, the Company issued 55,000 restricted common shares for services with a fair value of $195,450. The shares were valued based on the stock price at the time of the grant. Exercise of Stock Options and Warrants On January 31, 2018, 14,200 employee options were exercised at a price per share of $2.0605 for total proceeds to the Company of $29,259. During the year ended December 31, 2018, a total of 80,000 employee warrants with an exercise price of $0.50 per share per share were exercised in cashless transactions at a market prices ranging from $3.7776 per share to $4.4030 per share, which was based on the average of the Company’s daily closing prices surrounding the transaction dates amounting to the issuance of a total of 70,273 shares of the Company’s common stock. These shares meet the requirements for not being restricted from trading. During the year ended December 31, 2018, 40,056 employee options with an exercise price ranging from $2.0605 per share to $2.50 per share were exercised in cashless transactions at market prices ranging from $3.658 per share to $4.202 per share each of which was based on ranges of the Company’s daily closing price near the transaction dates. The exercises resulted in the issuance of a total of 20,814 shares of the Company’s common stock. These shares meet the requirements for not being restricted from trading. Share Exchange Agreement On November 15, 2018, the Company entered into a Share Exchange Agreement with the President, CEO and Chairman of the Board of Directors of the Company (the “CEO”). Pursuant to the Agreement, the CEO exchanged 2 million of his shares of company common stock for 2 million shares of newly designated Class C preferred stock. F-16 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT) (cont.) These shares will automatically convert back to 2 million shares of common stock upon the ﬁ ling of an amendment to the Restated Articles of the Company that increases the number of authorized shares of common stock. There was no accounting impact as a result of this exchange. Public Off ering of Common Stock During September and October 2017, the Company issued 2,945,657 shares of common stock in a Regulation A off ering at a public off ering price of $6.50 per share. We received net proceeds of $18,087,640 after deducting underwriter commissions of $1,051,131 and escrow closing fees of $8,000. On November 19, 2018, the Company entered into Subscription Agreements with certain investors relating to a public off ering of 504,900 shares of common stock directly to investors, for an off ering price of $3.00 a share. With the proceeds of $1,514,700 from the off ering, the Company plans utilize these funds for operating expenses, inventory costs, and off ering costs, amongst other general corporate purposes. The November 2018 Off ering was made pursuant to the Company’s registration statement on Form S-3, previously ﬁ led with the Securities and Exchange Commission (the “SEC”) on October 3, 2018, and declared eff ective by the SEC on October 17, 2018, a base prospectus forming a part of the eff ective registration statement, a preliminary prospectus supplement dated November 16, 2018 and a prospectus supplement dated November 20, 2018. Entry into a Material Deﬁ nitive Agreement On December 27, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with FOD Capital, LLC, a Florida limited liability company (the “Investor”), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the “Shares”), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the “Warrant”), and (iii) a senior secured note in the principal amount of $3,000,000 (the “Note”). The Shares, Warrant and Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the “Transaction”). The Company off ered the Shares and Warrant in a public off ering pursuant to the Company’s registration statement ﬁ led with the SEC that was declared eff ective on October 17, 2018, as well as the prospectus supplement ﬁ led on December 27, 2018 (the “Shelf Registration Statement”). The Note was issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Shares were issued for an aggregate purchase price of $1,500,000. In connection with the Share issuance, the Company granted the Investor with franchise rights for the lower Florida Keys, subject to the terms contained in the Company’s standard franchise agreement. The Warrant has a 3-year term. The Company reserved 942,857 shares of common stock for issuance pursuant to the potential exercise of the Warrant and, so long as the Warrant remains outstanding, the Company will keep reserved for issuance under the Warrant that number of shares of Common Stock at least equal to the maximum number of shares of common stock as shall be necessary to satisfy the Company’s obligation to issue shares of common stock under the Warrant then outstanding (without regard to any limitations on exercise). The warrant was valued based on the Black-Scholes option pricing model using similar inputs to those described in Note 8, other than the contractual life which was based on the term of the warrant. The relative fair value of the warrant in relation to the debt and equity component of the Transaction was $111,374. The Note is secured by a perfected ﬁ rst secured lien on all the Company’s assets except for equipment assets securing existing or future leases. Interest will accrue at 10% per annum and will be paid at maturity or payoff of the note, with a minimum of one year of interest paid at such time. The Note matures on December 27, 2019 and, subject to certain conditions, can be extended for an additional six months upon payment of $300,000 to the Investor by the Company. In connection with the Note, the Company entered into a Security Agreement, an Intellectual Property Security F-17 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT) (cont.) Agreement and a Collateral Assignment of Lease Agreement, each dated as of December 27, 2018 (collectively, the “Collateral Documents”). The short-term note was recorded with an original issue discount of $322,942 which will be amortized as interest expense over the Note’s twelve-month term. The discount is based on the allocation of costs and warrants associated with the Transaction. The discount will be amortized in 2019 through the date of maturity. NOTE 8: STOCK-BASED COMPENSATION The Company grants stock options and warrants pursuant to the 2018 Omnibus Stock Incentive Plan (“2018 Plan”), Amended and Restated 2015 Stock Incentive Plan (“2015 Plan”) and the Second Amended and Restated 2012 Employee Stock Beneﬁ t Plan (“2012 Plan”). The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty’s performance is complete Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses diff erent assumptions, stock-based compensation expense could be materially diff erent for future awards. The Company uses the following inputs when valuating stock-based awards. The expected life of employee stock options was estimated using the “simpliﬁ ed method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simpliﬁ ed method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles and historical private placement data as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. Stock-based compensation, including stock-options, warrants and stock issued for compensation is included in the statement of operations as follows: Year ended December 31, 2017 2018 Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,066 $ 237,107 152,432 495,605 $ 24,000 27,000 152,734 203,734 2018 Omnibus Stock Incentive Plan The 2018 Plan was approved by the Board of Directors and then the Company’s shareholders at the Company’s 2018 annual meeting of shareholders held on June 9, 2018. The 2018 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or non-qualiﬁ ed stock options (“NQSOs”) and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 1,000,000 shares of common stock under the 2018 Plan. Awards that are forfeited generally become available for grant under the 2018 Plan. F-18 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 8: STOCK-BASED COMPENSATION (cont.) On September 1, 2018, 617,000 options were issued under the 2018 Plan, 84,000 of those grants were forfeited, leaving 533,000 grants outstanding. No employee options were vested as of December 31, 2018. See below for the range of variables used in assessing the fair value at the grant date for the options issued during the year ended December 31, 2018: Annual dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 — 6 – 10 2.78 – 2.86% 36.2% Employee stock-based compensation expense included in operating expenses for the year ended December 31, 2018 was $106,404. For options issued to a non-employee contractor for the year ended December 31, 2018, vesting was completed on the date of issue. The fair value of these non-employee awards was $1,112 for the year ended December 31, 2018. Total compensation cost related to non-vested awards issued on September 1, 2018 under the 2018 Plan not yet recognized as of December 31, 2018 is approximately $810,900 and will be recognized on a straight-line basis through the end of the vesting periods which is September 30, 2021. The amount of future stock option compensation expense could be aff ected by any future option grants or by any forfeitures. 2015 Stock Incentive Plan The 2015 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 1,000,000 shares of common stock for delivery under the 2015 Plan. Awards that are forfeited generally become available for grant under the 2015 Plan. There were no grants made under the 2015 Plan during the year ended December 31, 2018. The range of variables used in assessing the fair value at the grant date for the options issued during the year ended December 31, 2017 is presented below: Annual dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2017 — 6.0 – 10.0 1.71 – 2.46% 21.3 – 22.1% Employee stock-based compensation expense included in operating expenses for the year ended December 31, 2018 and 2017 was $185,673 and $136,002, respectively. For the NQSOs issued for the year ended December 31, 2017, vesting was completed on the date of issue. The fair value of these non-employee awards was $22,445 for the year ended December 31, 2017. Total compensation cost related to non-vested awards not yet recognized as of December 31, 2018 was $171,981 and will be recognized on a straight-line basis through the end of the vesting periods or December 31, 2020. The amount of future stock option compensation expense could be aff ected by any future option grants or by any forfeitures. F-19 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 8: STOCK-BASED COMPENSATION (cont.) As of December 31, 2018, 130,521 options are still issuable under the 2015 Plan. A summary of activity under the 2015 Plan for the years ended December 31, 2018 and 2017 is presented below: Options outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . . 2012 Employee Stock Beneﬁ t Plan Number of Shares Weighted Average Exercise Price 2.06 2.70 — 2.50 2.71 — 2.25 2.66 2.53 267,700 $ 756,500 — (40,000) 984,200 $ — (54,256) (114,721) 815,223 $ Weighted Average Remaining Contractual Life (in Years) 8.76 9.42 — — 8.97 — 7.37 8.23 7.72 A summary of activity under the 2012 Plan for the years ended December 31, 2018 and 2017 is presented below: Warrants outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warrants outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warrants outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . Number of Shares Weighted Average Exercise Price 0.58 2.50 0.50 — 0.59 0.50 — 0.60 980,004 $ 8,000 (15,000) — 973,004 $ — (80,000) — 893,004 $ Weighted Average Remaining Contractual Life (in Years) 7.36 4.33 5.00 — 6.37 4.00 — 5.33 The 2012 Plan provides the Company the ability to grant to directors, employees, consultants, advisors or independent contractors shares of common stock of the Company through the grant of warrants and/or the grant of common stock. The Company reserved 1,000,000 shares of common stock for delivery under the 2012 Plan. Warrants expire 10 to 15 years from the grant date and were vested when issued. As of December 31, 2018, 11,996 warrants are still issuable under the 2012 Plan. The Company recorded $6,966 in stock compensation expense on warrants that vested during the year ended December 31, 2018 issued outside the 2012 Plan in the prior year. F-20 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 8: STOCK-BASED COMPENSATION (cont.) Warrants The following warrants were issued outside of the 2012 Plan. Warrants issued to vendors to purchase common stock Investor warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Reg A Underwriter warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Warrants issued to vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercise Price 3.50 7.475 3.20 Vested as of December 31, 2018 942,857 122,238 47,000 1,112,095 Issued 942,857 122,238 47,000 1,112,095 In connection with our Regulation A off ering, the Company issued 122,238 warrants to the underwriter with a strike price of $7.475 per share and a ﬁ ve-year life from the off ering qualiﬁ cation date. The variables used in the Black-Scholes calculation were similar to those disclosed under the 2015 Plan and 2012 Plan disclosed above, with the exception that the contractual date was used for expected life. The value of the warrants is both an increase and decrease to common stock as a cost of equity, for a net zero eff ect within the statement of stockholders’ equity. In December 2017, 47,000 warrants were issued to two service providers with strike prices of $3.20 per share and a ten-year life. Of these, 11,000 warrants vest as follows: 5,000 immediately and 1,500 per month over four months. As of December 31, 2018, all 11,000 warrants were fully vested. The fair value per warrant at the time of issuance was $1.161 based on inputs to the Black-Scholes model, similar to those disclosed under the 2015 Plan and 2012 Plan above. As described in Note 7, on December 27, 2018, the Company granted 942,857 warrants with a strike price of $3.50 NOTE 9: CUSTOMER DEPOSITS The Company has received customer deposits ranging from $100 to $10,100 per vehicle for Retail Series production vehicles and $42,000 per vehicle for Signature Series vehicles for purposes of securing a vehicle production slot. As of December 31, 2018 and 2017, the Company’s balance of deposits received was $454,624 and $399,967, respectively. As of December 31, 2018 and 2017, $370,624 and $231,967, respectively, of these deposits were refundable upon demand. Deposits are included in current liabilities in the accompanying balance sheets. When a customer’s order is ready to enter the production process, the customer is notiﬁ ed that if they would like to proceed with the purchase of a vehicle, their deposit will no longer be refundable, and any additional deposit required must be paid prior to the start of the manufacturing process. Customer deposits from related parties total $1,700 as of December 31, 2018 and 2017, respectively. NOTE 10: CONCENTRATIONS AND CREDIT RISKS Revenues For the years ended December 31, 2018 and 2017 the Company had two signiﬁ cant customers, that accounted for more than 10% of the Company’s total revenues. The Company does not believe the loss of these customers would have a material impact on the Company’s business or operations. Accounts Payable For the years ended December 31, 2018 and 2017 the Company had 65% and 80% of its accounts payable balances held by its top ﬁ ve vendors, respectively. During each of these same periods, the Company had two and three of its vendors accounting for more than 10% each of the Company’s accounts payables balances, respectively. Management believes the loss of one of the three vendors from 2017 could have an adverse impact on the Company’s operations. Loss of the other vendors would not have an adverse impact on the Company’s operations. F-21 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 11: COMMITMENTS AND CONTINGENCIES On September 3, 2017, the Company entered into a lease on approximately 30,000 square feet of commercial industrial offi ce and manufacturing space in Eugene, Oregon. The lease began on October 1, 2017 and will terminate on March 31, 2021. Rent was $25,000 for the ﬁ rst month, then is $12,500 per month for months two through forty-one, and one dollar for month forty-two. Starting April 1, 2018, the lease was modiﬁ ed to include an additional approximately 1,000 square feet attached to the main building, and the monthly rent payment was increased to $12,948. On October 5, 2018, the Company converted a month to month lease previously signed on June 11, 2018, into a 60-month lease on approximately 5,000 square feet of commercial industrial offi ce and manufacturing space in Eugene, Oregon. The lease began in October 2018 and will terminate in October 2023. Rent is $4,500 per month increasing by 3% on each annual anniversary of the signing. On October 3, 2018, the Company entered into a lease on approximately 4,491 square feet of retail space in San Diego, California. The lease began on November 1, 2018 and will terminate on October 31, 2023. Initial base rent is $8,982 per month increasing by 3% on each annual anniversary of the signing. In addition to the base rent there is a management fee of 5% of the base rent per month and an additional monthly fee of $377.09, subject to change, for the lessor’s property taxes and insurance. A portion of the space will be used for Arcimoto’s California dealer showroom. On October 18, 2018, we sublet 65% of the premises to Hula Holdings, Inc. (“Hula”) which it expects to use as a rental center for FUVs, among other general retail, dispatching, parking and charging services for electric vehicles. Hula has agreed to pay the landlord 65% of the annual base rent and associated costs under the lease. See the following table for future minimum rent payments by year. Years ending December 31: 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 328,045 333,089 208,806 188,261 155,502 1,213,703 Rent expense is recognized on a straight-line basis. Total rent expense for the years ended December 31, 2018 and 2017 was $199,769 and $107,645, of these amounts $0 and $62,405 was to related parties, respectively. Litigation On March 11, 2018, the Company was served with a lawsuit entitled John R Switzer vs W.R. Hambrecht & Co. LLC et al., Case Number: CGC-18-564904, ﬁ led in San Francisco County Superior Court in the State of California. In this action, the Company was named as a defendant along with ﬁ ve individuals who were directors and/or executive offi cers at the time of the completion of the Company’s Regulation A off ering on September 21, 2017. The action was styled as a putative class action, alleged on behalf of all those who purchased the Company’s common stock in its Regulation A off ering. The plaintiff alleged violations of Section 12(a)(2) and Section 15 of the Securities Act of 1933, as amended, and is seeking damages in an unspeciﬁ ed amount to be proven at trial. In addition, on March 28, 2018, the Company was served with another lawsuit entitled Jay Mendelson v. Arcimoto, Inc. et al., Case Number CGC-18-565324, ﬁ led in San Francisco County Superior Court in the State of California. In that action, which was styled as a putative class action, the Company was also named as a defendant along with the same individuals who F-22 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 11: COMMITMENTS AND CONTINGENCIES (cont.) were directors and/or executive offi cers at the time of the completion of our Regulation A off ering on September 21, 2017. The allegations and claims made in the Mendelson action were substantially similar to those of the Switzer action and the plaintiff was also seeking damages in an unspeciﬁ ed amount to be proven at trial. The two actions were consolidated into a single lawsuit on May 28, 2018. The Company believes that the consolidated lawsuit was without merit and vigorously defended itself against these claims in court. On July 30, 2018, counsel for the Company ﬁ led a demurrer to the consolidated complaint, seeking its dismissal. By Order dated September 19, 2018, the San Francisco Court sustained in part and denied in part the demurrer. On September 28, 2018, plaintiff s in that case ﬁ led a First Amended Consolidated Complaint. The Company denied the substantive claims and allegations made in that amended pleading and continued to assert a vigorous defense. On January 25, 2019, the parties reached a settlement agreement in the consolidated cases, subject to court approval. By its terms, the settlement agreement resolves this litigation in its entirety. NOTE 12: INCOME TAXES The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in signiﬁ cant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modiﬁ ed territorial system. These changes are eff ective beginning in 2018. Deferred income taxes reﬂ ect the net tax eff ects of temporary diff erences between the carrying amounts of assets and liabilities for ﬁ nancial reporting purposes and the amounts used for income tax purposes. Signiﬁ cant components of the Company’s deferred tax assets and liabilities as of December 31, 2018 and 2017 are summarized below: For the Year Ended December 31, 2018 2017 Deferred tax assets: Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Net operating loss carry forward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,022 $ 5,260,576 88,211 2,434,289 Deferred tax liabilities: Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal research and development credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oregon research and development credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (114,003) 366,085 176,338 5,914,018 (5,914,018) — $ (24,878) 259,615 129,675 2,886,912 (2,886,912) — In assessing the potential realization of these deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary diff erences become deductible. As of December 31, 2018 and 2017, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. The valuation allowance for deferred tax assets increased $3,027,106 and $485,419 during the years ended December 31, 2018 and 2017, respectively. F-23 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 12: INCOME TAXES (cont.) No federal tax provision has been provided for the years ended December 31, 2018 and 2017 due to the losses incurred during such periods. The Company’s eff ective tax rate is diff erent from the federal statutory rate due primarily to operating losses that receive no tax beneﬁ t as a result of a valuation allowance recorded for such losses. Statutory U.S. Federal tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of U.S. tax law change(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and local income taxes – net of Federal beneﬁt . . . . . . . . . . . . . . . . . . . . . . Nondeductible expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective rate tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the Year Ended December 31, 2018 2017 21.0% —% 6.6% 0.9% (28.5)% 0.0% 34.0% (30.0)% 6.6% 4.0% (14.6)% 0.0% (1) Due to the Tax Act, our U.S. deferred tax assets and liabilities as of December 31, 2017 were re-measured from 34% to 21%. The change in tax rate resulted in a decrease to our gross U.S. deferred tax assets which is off set by a corresponding decrease to our valuation allowance. This resulted in an adjustment to the Company’s deferred tax assets of $676,000 from the prior period As of December 31, 2018, the Company had net operating loss carry forwards of $10,373,153 which will expire at various dates from 2029 through 2039. The Federal R&D tax credits will expire at various dates from 2032 through 2039, and the Oregon R&D tax credits will expire at various dates from 2018 through 2022. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company policy is to record interest and penalties on uncertain tax positions as income tax expense. The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction. The Company has identiﬁ ed the United States Federal and Oregon State tax returns as its “major” tax jurisdiction. The United States Federal and Oregon State return years 2015 through 2018 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. NOTE 13: SUBSEQUENT EVENTS During January and February 2019, 117,192 employee options with an exercise price ranging from $2.0605 per share to $3.10 per share were exercised in cashless transactions at market prices ranging from $2.864 per share to $5.212 per share each of which was based on ranges of the Company’s daily closing price near the transaction dates. The exercises resulted in the issuance of a total of 53,513 shares of the Company’s common stock. These shares meet the requirements for not being restricted from trading. On February 22, 2019, a total of 200,000 employee warrants, 30,000 with an exercise price of $0.50 per share and 170,000 with an exercise price of $0.9375 per share were exercised in cashless transactions at a market price of $5.212 per share, which was based on the average of the Company’s daily closing prices surrounding the transaction dates amounting to the issuance of a total of 164,578 shares of the Company’s common stock. These shares meet the requirements for not being restricted from trading. During January and February 2019, the Company entered into unregistered Subscription Agreements under SEC series 4(a)(2) off ering regulations, with four independent investors, pursuant to which the Company issued to the Investors 288,333 shares of its common stock, no par value per share at a purchase price of $3.00 per share. On February 11, 2019, the Company secured $88,850 in equipment ﬁ nancing secured by $94,850 in equipment for 60 months at 9.72% interest for a monthly payment of $1,867. F-24 ARCIMOTO, INC. NOTES TO FINANCIAL STATEMENTS NOTE 13: SUBSEQUENT EVENTS (cont.) On March 25, 2019, the Company issued 800,000 shares of common stock at a purchase price of $4.25 per share for $3,400,000. The Company expects to net $3,122,000 after deducting $278,000 in various legal and transaction fees. On March 28, 2019, 1,613 employee options were exercised at a price per share of $3.10 for total proceeds to the Company of $5,000. If a majority of the Stockholders approve the resolution at the May 11, 2019, annual meeting, the number of authorized common shares will increase from 20,000,000 to 60,000,000 and the 2,000,000 shares of Class C preferred stock will automatically convert to common stock. F-25 Exhibit Number 1.1 3.1(a) 3.1(b) 3.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 23.1 31.1 31.2 EXHIBIT INDEX Incorporated by Reference (Unless Otherwise Indicated) Exhibit Description Underwriting Agreement Second Amended and Restated Certiﬁcate of Incorporation of Arcimoto, Inc. Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. Second Amended and Restated Bylaws of Arcimoto, Inc. Industrial Lease dated September 3, 2017 by and between Arcimoto, Inc. and 2034 LLC Arcimoto, Inc. Second Amended and Restated Stock Incentive Plan # Arcimoto, Inc. Amended and Restated 2015 Stock Incentive Plan # Arcimoto 2018 Omnibus Stock Incentive Plan Form of Notice of Stock Option Grant and Award Agreement Form of Restricted Stock Award Agreement Industrial Lease dated October 18, 2018 by and between Arcimoto, Inc. and TEJ Enterprises Amendment to Industrial Lease dated October 18, 2018 by and between Arcimoto, Inc. and TEJ Enterprises Exchange Agreement by and between Arcimoto, Inc. and Mark Frohnmayer Form of Subscription Agreement for securities offered in registered offering Subscription Agreement with FOD Capital, LLC for shares and warrants and a senior secured note Warrant to purchase common stock issued to FOD Capital, LLC Senior Secured Note issued in favor of FOD Capital, LLC Security Agreement dated December 27, 2018 in favor of FOD Capital, LLC Intellectual Property Security Agreement dated December 27, 2018 in favor of FOD Capital, LLC Collateral Assignment of Lease dated December 27, 2018 in favor of FOD Capital, LLC Consent of dbbmckennon, Independent Registered Public Accounting Firm Certiﬁcation of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Form File No. Exhibit Filing Date Filed herewith Filed herewith Filed herewith 1-A 024-10710 2.2 August 8, 2017 8-K 024-10710 10.1 October 4, 2017 1-A 024-10710 1-A 024-10710 8-K 8-K 001-38213 001-38213 2.2 2.2 10.4 10.5 8-K 001-38213 10.6 August 8, 2017 August 8, 2017 June 13, 2018 June 13, 2018 June 13, 2018 Filed herewith Filed herewith 8-K 001-38213 10.7 November 21, 2018 8-K 001-38213 10.8 November 21, 2018 8-K 001-38213 4.1 December 28, 2018 8-K 001-38213 4.2 December 28, 2018 8-K 001-38213 10.1 December 28, 2018 8-K 001-38213 10.2 December 28, 2018 8-K 001-38213 10.3 December 28, 2018 8-K 001-38213 10.4 December 28, 2018 — — — — — — Filed herewith Filed herewith Filed herewith 32 Incorporated by Reference (Unless Otherwise Indicated) Form — File No. — Exhibit — Filing Date Filed herewith — — — — — — — — — — — — Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Exhibit Number 32.1 Exhibit Description Certiﬁcation of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document. — 101.INS 101.SCH XBRL Taxonomy Extension Schema Document. — — 101.CAL XBRL Taxonomy Extension Calculation 101.DEF Linkbase Document. XBRL Taxonomy Extension Deﬁnition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE Document. XBRL Taxonomy Extension Presentation Linkbase Document. — — — 33 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES Date: March 29, 2019 ARCIMOTO, INC. By: /s/ Mark Frohnmayer Mark Frohnmayer President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ Mark Frohnmayer Mark Frohnmayer Capacity President, Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) Date March 29, 2019 /s/ Douglas M. Campoli Douglas M. Campoli Chief Financial Officer (principal ﬁnancial and accounting officer) March 29, 2019 /s/ Terry Becker Terry Becker /s/ Thomas Thurston Thomas Thurston /s/ Jeff Curl Jeff Curl /s/ Joshua S. Scherer Joshua S. Scherer /s/ Jesse G. Eisler Jesse G. Eisler Chief Operating Officer and Director March 29, 2019 Director Director Director Director March 29, 2019 March 29, 2019 March 29, 2019 March 29, 2019 34 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Frohnmayer, certify that: EXHIBIT 31.1 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Arcimoto, Inc. (the registrant); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the ﬁ nancial statements, and other ﬁ nancial information included in this report, fairly present in all material respects the ﬁ nancial condition, results of operations and cash ﬂ ows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying offi cer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁ ned in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); (c) Evaluated the eff ectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the eff ectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁ nancial reporting that occurred during the registrant’s most recent ﬁ scal quarter (the registrant’s fourth ﬁ scal quarter in the case of an annual report) that has materially aff ected, or is reasonably likely to materially aff ect, the registrant’s internal control over ﬁ nancial reporting; and 5. The registrant’s other certifying offi cer(s) and I have disclosed, based on our most recent evaluation of internal control over ﬁ nancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁ cant deﬁ ciencies and material weaknesses in the design or operation of internal control over ﬁ nancial reporting which are reasonably likely to adversely aff ect the registrant’s ability to record, process, summarize and report ﬁ nancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁ cant role in the registrant’s internal control over ﬁ nancial reporting. Date: March 29, 2019 By: /s/ Mark Frohnmayer Mark Frohnmayer President and Chief Executive Officer CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Douglas M. Campoli, certify that: EXHIBIT 31.2 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Arcimoto, Inc. (the registrant); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the ﬁ nancial statements, and other ﬁ nancial information included in this report, fairly present in all material respects the ﬁ nancial condition, results of operations and cash ﬂ ows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying offi cer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁ ned in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); (c) Evaluated the eff ectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the eff ectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁ nancial reporting that occurred during the registrant’s most recent ﬁ scal quarter (the registrant’s fourth ﬁ scal quarter in the case of an annual report) that has materially aff ected, or is reasonably likely to materially aff ect, the registrant’s internal control over ﬁ nancial reporting; and 5. The registrant’s other certifying offi cer(s) and I have disclosed, based on our most recent evaluation of internal control over ﬁ nancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁ cant deﬁ ciencies and material weaknesses in the design or operation of internal control over ﬁ nancial reporting which are reasonably likely to adversely aff ect the registrant’s ability to record, process, summarize and report ﬁ nancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁ cant role in the registrant’s internal control over ﬁ nancial reporting. Date: March 29, 2019 By: /s/ Douglas M. Campoli Douglas M. Campoli Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Mark Frohnmayer, President and Chief Executive Offi cer of Arcimoto, Inc. (the “registrant”), and Douglas M. Campoli, Chief Financial Offi cer of the registrant, each hereby certiﬁ es that, to the best of their knowledge: 1. 2. The registrant’s Annual Report on Form 10-K for the period ended December 31, 2018, to which this Certiﬁ cation is attached as Exhibit 32.1 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and The information contained in the Report fairly presents, in all material respects, the ﬁ nancial condition of the registrant at the end of the period covered by the Report and results of operations of the registrant for the periods covered by the Report. Date: March 29, 2019 By: /s/ Mark Frohnmayer Mark Frohnmayer President and Chief Executive Officer /s/ Douglas M. Campoli Douglas M. Campoli Chief Financial Officer [THIS PAGE INTENTIONALLY LEFT BLANK.] 2034 West 2nd Avenue Eugene, Oregon 97402 Phone: (541) 683-6293 www.arcimoto.com

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