STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS' EQUITY 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 offering 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. The Series A-1 Preferred Stock was converted to common stock in July 2017, prior to the Regulation A offering and listing. As a result of the share exchange agreement described below, the Company issued 2,000,000 shares of Class C Preferred Stock on November 15, 2018 in the exchange noted below. These 2,000,000 shares of Class C Preferred Stock were exchanged back to an equal number of shares of common stock on May 13, 2019, upon the filing of an amendment to the Company's Second Amended and Restated Articles of Incorporation that increased the number of authorized shares of common stock. Except as otherwise required by law or expressly provided in the Company's Second Amended and Restated Articles of Incorporation, as amended, 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 At the May 11, 2019 annual meeting of shareholders (the "2019 Annual Meeting"), the shareholders approved an increase in the number of authorized common shares from 20,000,000 to 60,000,000, which also triggered the automatic conversion of the 2,000,000 shares of Class C Preferred Stock to common stock described above. The Company has reserved a total of 3,482,031 shares of its common stock pursuant to the equity incentive plans (see Note 9). The Company has 2,316,097 and 2,236,893 stock options and warrants outstanding under these plans as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, the Company has reserved an additional 942,857 shares of its common stock for warrants pursuant to the Subscription Agreement discussed above, 122,238 shares for underwriter warrants associated with the 2017 Regulation A offering, and 47,000 warrants to consultants. As of September 30, 2019, these warrants were fully vested. Common Stock Issued for Compensation During the nine months ended September 30, 2019 and 2018, the Company issued 10,947 and 55,000 restricted common shares for services with a fair value of $36,782 and $195,450, respectively. The shares were valued based on the stock price at the time of the grant when the performance commitment was complete. The shares issued during the nine months ended September 30, 2019 were to settle existing accounts payable. 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 $29,258. During the nine months ended September 30, 2019, a total of 3,388 employee options were exercised at a price per share of $3.10 for total proceeds to the Company of $10,502. During the nine months ended September 30, 2019, a total of 245,688 employee warrants, 75,688 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 market prices ranging from $3.162 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 203,252 shares of the Company's common stock. During the nine months ended September 30, 2018, a total of 80,000 employee warrants with an exercise price of $0.50 per share were exercised in cashless transactions at market prices between $3.77756 and $4.403 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. During the nine months ended September 30, 2019, a total of 119,637 employee options, with exercise prices ranging from $2.0605 to $3.10 per share were exercised in cashless transactions at market prices ranging from $2.864 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 53,684 shares of the Company's common stock. During the nine months ended September 30, 2018, a total of 13,000 employee options, with an exercise price of $2.50 per share were exercised in a cashless transaction at a market price of $4.202 per share, which was based on the average of the Company's daily closing prices surrounding the transaction date. The transaction resulted in the issuance of a total of 5,265 shares of the Company's common stock. Public Offering of Common Stock On March 25, 2019, the Company entered into Subscription Agreements with certain investors relating to a public offering of 800,000 shares of common stock directly to investors, for an offering price of $4.25 a share. The gross proceeds of $3,400,000 were offset by approximately $255,000 in various legal and transaction fees. The March 25, 2019 offering was made pursuant to the Company's registration statement on Form S-3, previously filed with the Securities and Exchange Commission (the "SEC") on October 3, 2018, and declared effective by the SEC on October 17, 2018, a base prospectus forming a part of the effective registration statement, and a prospectus supplement dated March 25, 2019. Private Offering of Common Stock During January and February 2019, the Company entered into Subscription Agreements, with four independent investors, pursuant to which the Company issued to the Investors at total of 288,333 shares of its common stock, no par value per share at a purchase price of $3.00 per share, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Entry into a Material Definitive Agreement On December 27, 2018, the Company entered into a Subscription Agreement with 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 "2018 Note"). The Shares, Warrant and 2018 Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). The Company offered the Shares and Warrant in a public offering pursuant to the Company's registration statement filed with the SEC that was declared effective on October 17, 2018, as well as the prospectus supplement filed on December 27, 2018. 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 the exclusive option on the 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 9, 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 2018 Note is secured by a perfected first 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 2018 Note, with a minimum of one year of interest paid at such time. The 2018 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 2018 Note, the Company entered into a Security Agreement, an Intellectual Property Security 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 2018 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. On September 12, 2019, Arcimoto, Inc. (the "Company") entered into an Amended and Restated Subscription Agreement (the "Restated Subscription Agreement") with the Investor, which amended and restated that certain Subscription Agreement dated December 27, 2018 by and among the Company and the Investor (the "Original Agreement"). Pursuant to the Restated Subscription Agreement and in addition to the issuances under the Original Agreement, the Company issued to the Investor a convertible note in the principal amount of $500,000 (the "Convertible Note") for an additional purchase price of $500,000. The Convertible Note matures on September 12, 2020, provided, that the Convertible Note may convert into the Company's common stock at any time at the option of the Investor at a rate of $4.25 per share. In connection with the Restated Subscription Agreement, the Company also granted the Investor franchise rights for the Florida Keys, subject to certain modifications to the terms of the Company's standard franchise agreement including, but not limited to, a right of first refusal for any Company rental franchise in the South Beach Region of Miami Beach, Florida. The Convertible Note is secured by a perfected first secured lien on all of our assets. In connection with the Original Agreement, the Company entered into the Collateral Documents, each of which apply to the Convertible Note pursuant to the Restated Subscription Agreement. The Convertible Note is included in the New Convertible Notes discussed in Note 7. |