UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT ~~PURSUANT TO~~UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~June 30 ~~2022~~, 2023

☐ 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 specified in its charter)

Oregon

26-1449404

(State or other jurisdiction of

incorporation or organization)

(IRS Employer
Identification No.)

~~Identification No.)~~

2034 West 2^nd Avenue,, Eugene, OR 97402

(Address of principal executive offices 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		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, no par value		FUV		The Nasdaq ~~Capital~~Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~Nov~~ ~~10, 2022~~,August 9, 2023, there were approximately ~~51,191,532~~8,805,897 shares of the registrant’s common stock issued and outstanding.

~~Table of Contents~~

ARCIMOTO, INC.

FORM 10-Q

For the Quarterly Period Ended ~~September~~June 30, ~~2022~~2023

TABLE OF CONTENTS

			Page
PART I.	FINANCIAL INFORMATION		1

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		1
	Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Operations		2
	Condensed Consolidated Statements of Stockholders’ Equity		3
	Condensed Consolidated Statements of Cash Flows	4	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29	36
Item 4.	Controls and Procedures	29	36

PART II.	OTHER INFORMATION	30	37

Item 1.	Legal Proceedings		37
Item 6.	30Exhibits		37

~~Item 6.~~	~~Exhibits~~	30
	SIGNATURES		38
	~~SIGNATURES~~	31

~~Table of Contents~~

ARCIMOTO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

PART I - FINANCIAL INFORMATION

~~ARCIMOTO, INC.~~

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

Item 1. Financial Statements (Unaudited)

	*September 30, 2022*			*December 31, 2021*			June 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	4,217,951		$	16,971,320		$	1,346,048		$	462,753
Accounts receivable, net		332,119			127,860			98,409			262,643
Inventory		12,290,355			7,856,105			11,056,862			12,324,017
Prepaid inventory		3,110,391			2,637,688			1,746,952			1,439,060
Other current assets		5,391,558			2,440,322			970,199			1,594,218
Total current assets		25,342,374			30,033,295			15,218,470			16,082,691

Property and equipment, net		29,440,642			24,338,907			28,159,603			29,822,794
Intangible assets, net		9,256,391			9,885,680			8,623,089			9,045,290
Deferred offering costs		—			24,000
Operating lease right-of-use assets		1,477,776			—			996,999			1,336,826
Security deposits		119,673			117,468			134,963			120,431
Total assets	$	65,636,856		$	64,399,350		$	53,133,124		$	56,408,032

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Current liabilities:
Accounts payable	$	2,708,556		$	2,016,283		$	6,007,456		$	7,668,359
Accrued liabilities		4,704,836			2,352,034			890,030			455,808
Customer deposits		1,048,434			817,137			789,860			962,346
Notes payable		-			2,039,367
Mortgage loan								7,590,085			—
Short-term convertible note		8,673,858			—			—			5,639,231
Notes payable - related party								250,000			—
Warrant liabilities		366,852			—			7,829,500			374,474
Current portion of finance lease obligations		500,955			352,294			401,917			441,523
Current portion of equipment notes payable		414,877			493,160			351,966			388,940
Current portion of warranty reserve		451,397			331,485			639,776			519,889
Current portion of deferred revenue		219,908			111,166			99,697			207,556
Current portion of operating lease liabilities		690,682			—			563,781			666,542
Deferred rent		—			101,550
Total current liabilities		19,780,355			8,614,476			25,414,068			17,324,668

Finance lease obligations		934,482			712,511			1,061,557			858,488
Equipment notes		958,636			1,185,060
Convertible note		4,801,600
Equipment notes payable								788,402			962,351
Convertible note issued to related party								4,604,130			4,887,690
Warranty reserve		276,634			330,015			330,672			264,748
Operating lease liabilities		864,195			—			495,600			744,142
Long-term deferred revenue		2,250			9,000
Total long-term liabilities		7,837,797			2,236,586			7,280,361			7,717,419

Total liabilities		27,618,152			10,851,062			32,694,429			25,042,087

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common Stock, no par value, 100,000,000 shares authorized; 45,560,514 and 37,643,591 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		177,188,124			150,502,566
Series A-1 Preferred Stock, no par value, 1,500,000 authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								—			—
Class C Preferred Stock, no par value, 2,000,000 authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								—			—
Preferred Stock, no par value, 1,500,000 authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								—			—
Common Stock, no par value, 200,000,000 shares authorized; 8,805,897 and 3,209,838 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								191,778,708			184,682,027
Additional paid-in capital		12,144,581			7,038,124			15,630,758			13,555,718
Accumulated deficit		(151,314,001	)		(103,992,402	)		(186,970,771	)		(166,871,800	)
Total stockholders’ equity		38,018,704			53,548,288			20,438,695			31,365,945

Total liabilities and stockholders’ equity	$	65,636,856		$	64,399,350		$	53,133,124		$	56,408,032

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

ARCIMOTO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													Three Months Ended June 30,						Six Months Ended June 30,
	*Three Months Ended September 30,*						*Nine Months Ended September 30,*						2023			2022			2023			2022
	*2022*			*2021*			*2022*			*2021*
Revenue	$	2,024,205		$	1,498,176		$	4,173,779		$	3,609,531		$	1,760,346		$	1,499,341		$	3,113,874		$	2,149,574
Cost of goods sold		6,987,035			4,856,331			17,138,644			11,329,143			3,523,909			6,104,337			6,465,739			10,151,609
Gross loss		(4,962,830	)		(3,358,155	)		(12,964,865	)		(7,719,612	)		(1,763,563	)		(4,604,996	)		(3,351,865	)		(8,002,035	)

Operating expenses:
Research and development		6,521,379			3,186,469			14,144,395			8,256,980			1,537,695			3,716,431			2,553,468			7,623,016
Sales and marketing		3,321,862			1,983,738			9,318,647			4,537,816			1,486,376			3,070,280			2,920,918			5,996,785
General and administrative		4,099,354			3,061,607			10,583,968			8,071,795			2,503,284			3,785,661			5,715,954			6,484,614
Loss on asset disposal		12,408			—			12,408			—
Loss (gain) on sale of asset														(3,150	)		—			221,741			—
Total operating expenses		13,955,003			8,231,814			34,059,418			20,866,591			5,524,205			10,572,372			11,412,081			20,104,415

Loss from operations		(18,917,833	)		(11,589,969	)		(47,024,283	)		(28,586,203	)		(7,287,768	)		(15,177,368	)		(14,763,946	)		(28,106,450	)

Other (income) expense:
Gain on forgiveness of PPP loan		—			—			—			(1,078,482	)
Unrealized (gain)/loss on convertible note fair value		(2,122,828	)		—			22,712			—
Interest expense		84,945			51,671			258,851			151,246			210,687			124,171			311,786			173,906
Other expense/(income)		83,749			(131,781	)		12,553			(221,214	)
Financing costs														4,138,027			—			5,243,824			—
Unrealized (gain) loss on convertible notes, mortgage loan and warrants fair value														1,516,506			2,145,540			(3,169,138	)		2,145,540
Other (income) expense, net														48,419			(45,937	)		15,901			(71,196	)
Loss on debt extinguishment														—			—			2,925,610			—
Total other (income) expense														5,913,639			2,223,774			5,327,983			2,248,250

Loss before income tax benefit		(16,963,699	)		(11,509,859	)		(47,318,399	)		(27,437,753	)

Income tax (expense) benefit		—			—			(3,200	)		2,938,698

Loss before income tax expense														(13,201,407	)		(17,401,142	)		(20,091,929	)		(30,354,700	)
Income tax expense														(7,042	)		(3,200	)		(7,042	)		(3,200	)
Net loss	$	(16,963,699	)	$	(11,509,859	)	$	(47,321,599	)	$	(24,499,055	)	$	(13,208,449	)	$	(17,404,342	)	$	(20,098,971	)	$	(30,357,900	)

Weighted average common shares - basic and diluted		44,956,358			37,525,123			40,857,819			36,340,706			7,733,452			1,978,666			7,124,307			1,938,729
Net loss per common share - basic and diluted	$	(0.38	)	$	(0.31	)	$	(1.16	)	$	(0.67	)	$	(1.71	)	$	(8.80	)	$	(2.82	)	$	(15.66	)

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~CONDENSED STATEMENTS OF STOCKHOLDERS~~’ ~~EQUITY~~

~~(Unaudited)~~

Common Stock
Number of Shares Amount Additional Paid-In Capital Stock Subscription Receivable Accumulated Deficit Total Stockholders’ Equity
Balance at June 30, 2021
36,991,916 $ 142,906,963 $ 8,286,108 $ (3,534,860 ) $ (69,417,847 ) $ 78,240,364

Issuance of common stock for accounts payable
6,421 74,805 — — — 74,805
Issuance of common stock for cash, net of offering costs of $201,047
398,051 6,729,933 — — — 6,729,933
Exercise of warrants
40,000 20,000 — — — 20,000
Exercise of stock options
141,970 526,838 (2,852 ) — — 523,986
Stock subscribed on June 29, 2021
— — (3,534,860 ) 3,534,860 — —
Stock-based compensation
— — 1,322,119 — — 1,322,119
Net loss
— — — — (11,509,859 ) (11,509,859 )
Balance at September 30, 2021
37,578,358 $ 150,258,539 $ 6,070,515 $ — $ (80,927,706 ) $ 75,401,348

Balance at June 30, 2022
41,770,760 $ 166,999,962 $ 10,528,288 $ — $ (134,350,302 ) $ 43,177,948

Issuance of common stock for cash, net of offering costs of $296,892
3,773,289 10,177,356 — — — 10,177,356
Common stock to external consultant
12,000 — 45,246 — — 45,246
Equity awards issued to external consultants
— — 24,210 — — 24,210
Exercise of stock options
4,465 10,806 (3,170 ) — — 7,636
Stock-based compensation
— — 1,550,007 — — 1,550,007
Net loss
— — — (16,963,699 ) (16,963,699 )
Balance at September 30, 2022
45,560,514 $ 177,188,124 $ 12,144,581 $ — $ (151,314,001 ) $ 38,018,704

Common Stock

Number of Shares Amount Additional Paid-In Capital Stock Subscription Receivable Accumulated Deficit Total Stockholders’ Equity

Balance at December 31, 2020
34,187,555 $ 100,236,178 $ 3,876,503 $ — $ (56,428,651 ) $ 47,684,030

Issuance of common stock for settlement of payable
17,421 221,105 — — — 221,105
Issuance of common stock for cash, net of offering costs of $1,125,197
1,853,181 33,112,763 — — — 33,112,763
Issuance of common stock for the acquisition of TMW
436,339 13,038,355 — — — 13,038,355
Exercise of warrants
626,429 1,786,397 (58,895 ) — — 1,727,502
Exercise of stock options
457,433 1,863,741 (407,556 ) — — 1,456,185
Stock-based compensation
— — 2,660,463 — — 2,660,463
Net loss
— — — — (24,499,055 ) (24,499,055 )
Balance at September 30, 2021
37,578,358 $ 150,258,539 $ 6,070,515 $ — $ (80,927,706 ) $ 75,401,348

Balance at December 31, 2021
37,643,591 $ 150,502,566 $ 7,038,124 $ — $ (103,992,402 ) $ 53,548,288

Issuance of common stock for cash, net of offering costs of $894,614
7,839,691 26,493,094 — — — 26,493,094
Issuance of common stock for RSU, net of tax
9,202 46,746 (76,200 ) — — (29,454 )
Common stock to external consultant
16,000 — 68,361 — — 68,361
Equity awards issued to external consultants
— — 375,782 — — 375,782
Exercise of warrants
8,000 20,000 — — — 20,000
Exercise of stock options
44,030 125,718 (34,623 ) — — 91,095
Stock-based compensation
— — 4,773,137 — — 4,773,137
Net loss
— — — — (47,321,599 ) (47,321,599 )
Balance at September 30, 2022
45,560,514 $ 177,188,124 $ 12,144,581 — $ (151,314,001 ) $ 38,018,704

ARCIMOTO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2023 and 2022

(Unaudited)

	Common Stock				Additional						Total
	Number of Shares		Amount		Paid-In Capital			Accumulated Deficit			Stockholders’ Equity
Balance at March 31, 2022		1,911,285	$	154,283,555	$	8,434,961		$	(116,945,960	)	$	45,772,556
Issuance of common stock for cash, net of offering costs of $392,960		175,305		12,602,091		—			—			12,602,091
Issuance of common stock for RSU, net of tax		460		46,746		(76,200	)		—			(29,454	)
Common stock to external consultant		200		—		23,115			—			23,115
Equity awards issued to external consultants		—		—		351,572			—			351,572
Exercise of warrants		400		20,000		—			—			20,000
Exercise of stock options		889		47,570		(17,179	)		—			30,391
Stock-based compensation		—		—		1,812,019			—			1,812,019
Net loss		—		—		—			(17,404,342	)		(17,404,342	)
Balance at June 30, 2022		2,088,539	$	166,999,962	$	10,528,288		$	(134,350,302	)	$	43,177,948

Balance at March 31, 2023		7,333,449	$	189,415,794	$	14,696,255		$	(173,762,322	)	$	30,349,727
Issuance of common stock for cash, net of offering costs of $427,304		1,467,648		2,362,914		—			—			2,362,914
Issuance of common stock for RSU, net of tax		4,800		—		—			—			—
Stock-based compensation		—		—		934,503			—			934,503
Net loss		—		—		—			(13,208,449	)		(13,208,449	)
Balance at June 30, 2023		8,805,897	$	191,778,708	$	15,630,758		$	(186,970,771	)	$	20,438,695

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

ARCIMOTO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2023 and 2022

(Unaudited)

Nine Months Ended

September 30,

2022

2021

OPERATING ACTIVITIES

Net loss
(47,321,599 ) $ (24,499,055 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization
2,703,561 1,641,000
Gain on forgiveness of PPP loan
— (1,078,482 )
Unrealized loss on convertible note fair value
22,712 —
Loss on asset disposal
12,408 —
Non-cash operating lease costs
439,557 —
Common stock to external consultant
68,361 —
Equity awards issued to external consultants
375,782 —
Stock-based compensation
4,773,137 2,660,463
Debt issuance costs - convertible note
232,669 —
Deferred income tax benefit
— (2,938,848 )
Changes in operating assets and liabilities:

Accounts receivable
(204,259 ) (21,287 )
Inventory
(4,434,250 ) (873,091 )
Prepaid inventory
(472,703 ) (1,727,943 )
Other current assets
557,369 (415,898 )
Accounts payable
673,577 822,042
Accrued liabilities
1,755,419 1,005,271
Customer deposits
231,297 42,794
Operating lease liabilities
(445,310 ) —
Warranty reserve
66,531 (12,957 )
Deferred revenue
101,992 (55,750 )
Deferred rent
— 97,963
Net cash used in operating activities
(40,863,749 ) (25,353,778 )

INVESTING ACTIVITIES

Purchase of property and equipment
(9,371,913 ) (14,839,029 )
Security deposits
(2,205 ) (24,083 )
Cash paid for acquisition of Tilting Motor Works
— (1,754,083 )
Net cash used in investing activities
(9,374,118 ) (16,617,195 )

FINANCING ACTIVITIES

Proceeds from the sale of common stock
27,387,708 34,237,960
Payment of offering costs
(870,614 ) (1,125,197 )
Proceeds from exercise of warrants
20,000 1,727,502
Proceeds from the exercise of stock options
91,095 1,456,185
Proceeds from equipment notes
177,256 361,848
Proceeds from convertible notes
13,900,000 —
Debt issuance costs - convertible note
(232,669 ) —
Payment on finance lease obligations
(305,296 ) —
Payment on equipment notes
(481,963 ) (493,483 )
Payment of notes payable
(2,039,367 ) (667,444 )
Payment of convertible note
(161,652 ) —
Net cash provided by financing activities
37,484,498 35,497,371

Net decrease in cash and cash equivalents during the period
(12,753,369 ) (6,473,602 )
Cash and cash equivalents at beginning of period
16,971,320 39,451,401
Cash and cash equivalents at end of period
4,217,951 $ 32,977,799

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for interest
186,083 $ 132,485
Cash paid during the period for income taxes
3,200 $ 150

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Common shares issued for Tilting Motor Works acquisition
— $ 13,038,355
Issuance of common stock for settlement of accounts payable
68,361 $ 221,105
Note payable issued for purchase of property and equipment
— $ 1,250,000
Acquisition of equipment payable as accrued liabilities
649,180 $ 214,103
Insurance finance agreement
— $ 592,603
Portion of equipment acquired through finance leases
675,928 $ 540,614

	Common Stock				Additional						Total
	Number of Shares		Amount		Paid-In Capital			Accumulated Deficit			Stockholders’ Equity
Balance at December 31, 2021		1,882,180	$	150,502,566	$	7,038,124		$	(103,992,402	)	$	53,548,288
Issuance of common stock for cash, net of offering costs of $597,723		203,320		16,315,741		—			—			16,315,741
Issuance of common stock for RSU, net of tax		460		46,746		(76,200	)		—			(29,454	)
Common stock to external consultant		200		—		23,115			—			23,115
Equity awards issued to external consultants		—		—		351,572			—			351,572
Exercise of warrants		400		20,000		—			—			20,000
Exercise of stock options		1,979		114,909		(31,453	)		—			83,456
Stock-based compensation		—		—		3,223,130			—			3,223,130
Net loss		—		—		—			(30,357,900	)		(30,357,900	)
Balance at June 30, 2022		2,088,539	$	166,999,962	$	10,528,288		$	(134,350,302	)	$	43,177,948

Balance at December 31, 2022		3,209,838	$	184,682,027	$	13,555,718		$	(166,871,800	)	$	31,365,945
Issuance of common stock for cash, net of offering costs of $427,304		4,767,647		5,984,111		—			—			5,984,111
Issuance of common stock for partial payment of convertible note		123,612		1,112,500		—			—			1,112,500
Issuance of common stock for RSU, net of tax		4,800		—		—			—			—
Exercise of warrants		700,000		70		—			—			70
Stock-based compensation		—		—		2,075,040			—			2,075,040
Net loss		—		—		—			(20,098,971	)		(20,098,971	)
Balance at June 30, 2023		8,805,897	$	191,778,708	$	15,630,758		$	(186,970,771	)	$	20,438,695

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

ARCIMOTO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2023			2022
OPERATING ACTIVITIES
Net loss	$	(20,098,971	)	$	(30,357,900	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,803,104			1,727,863
Non-cash operating lease costs		339,827			281,405
Non-cash financing costs		3,767,288			—
Non-cash offering costs		95,740			—
Interest expense paid in common stock		31,839			—
Debt issuance costs expensed - mortgage loan		600,000			—
Warrant issuance costs - expensed		780,796			—
Loss on extinguishment of debt		2,925,610			—
Unrealized loss (gain) on convertible notes, mortgage loan and warrants fair value		(3,169,138	)		2,145,540
Common stock to external consultant		—			23,115
Equity awards issued to external consultants		—			351,572
Stock-based compensation		2,075,040			3,223,130
Loss on disposal of asset		221,741			—
Changes in operating assets and liabilities
Accounts receivable		164,234			(196,324	)
Inventory		1,667,366			(3,584,362	)
Prepaid inventory		(307,892	)		(111,543	)
Other current assets		624,019			(291,630	)
Accounts payable		(1,661,630	)		200,797
Accrued liabilities		434,222			410,932
Customer deposits		(172,486	)		261,790
Operating lease liabilities		(351,303	)		(284,946	)
Warranty reserve		185,811			119,419
Deferred revenue		(107,859	)		(24,030	)
Net cash used in operating activities		(10,152,642	)		(26,105,172	)

INVESTING ACTIVITIES
Purchase of property and equipment		(327,088	)		(5,608,086	)
Refund from return of equipment		455,142			—
Security deposits		(14,532	)		—
Net cash provided by (used in) investing activities		113,522			(5,608,086	)

FINANCING ACTIVITIES
Proceeds from the sale of common stock and warrants		14,494,896			16,913,464
Payment of offering costs		(1,208,100	)		(597,723	)
Proceeds from notes payable - related party		500,000			—
Payment of notes payable - related party		(250,000	)		—
Proceeds from the exercise of warrants		70			20,000
Proceeds from mortgage loan		6,000,000			—
Proceeds from convertible note		—			4,500,000
Debt issuance costs - mortgage loan		(600,000	)		—
Proceeds from the exercise of stock options		—			83,456
Payment on finance lease obligations		(303,528	)		(194,660	)
Payment of equipment notes		(210,923	)		(245,451	)
Proceeds from equipment notes		—			65,243
Payment of convertible note		(7,500,000	)		—
Payment of notes payable		—			(789,367	)
Net cash provided by financing activities		10,922,415			19,754,962

Net cash and cash equivalents (decrease)/increase for period		883,295			(11,958,296	)
Cash and cash equivalents at beginning of period		462,753			16,971,320
Cash and cash equivalents at end of period	$	1,346,048		$	5,013,024

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	55,520		$	98,524
Cash paid during the period for income taxes	$	7,042		$	150

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accounts payable for purchase of property and equipment	$	727		$	522,198
Notes payable and accrued interest converted to common stock	$	1,112,500		$	—
Transfers from FUV Rental Fleet to Inventory	$	400,211		$	—
Equipment acquired through finance leases	$	466,991		$	69,000

See accompanying notes to condensed consolidated financial statements.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: NATURE OF OPERATIONS

Arcimoto, Inc. (the “Company”~~, “We”, “Us”, or “Our”~~) was incorporated in the State of Oregon on November 21, 2007. The Company’s mission is to catalyze the global shift to a sustainable transportation system. Over the past 1516 years, the Company has developed a new vehicle platform designed around the needs of everyday drivers. Having approximately ~~one~~-~~third~~one-third the weight and ~~one~~-~~third~~one-third of the footprint of the average car, the Arcimoto platform’s purpose is to bring the joy of ultra-efficient, pure electric driving to the masses. To date, the Company currently has ~~introduced~~~~six~~ v~~ehicle~~two vehicle products built on this platform that target specific niches in the vehicle market: ~~our~~its flagship product, the Fun Utility Vehicle® (“FUV®”), for everyday consumer ~~trips;~~trips, and the Deliverator® for last-mile delivery and general fleet ~~utility;~~utility.

In February 2023, two wholly-owned subsidiaries of the ~~Rapid Responder™~~Company were formed, Arcimoto Property Holding Company, LLC and APHC Holdings, LLC. APHC Holdings, LLC is the parent of Arcimoto Property Holding Company, LLC. Arcimoto Property Holding Company, LLC is the borrower in a loan obtained on February 17, 2023 for ~~emergency services and security; the Cameo™ for film, sports and influencers; the~~$6,000,000 that is secured by a guarantee provided by Arcimoto, ~~Roadster, an unparalleled pure-electric on-road thrill machine,~~Inc. and the ~~Arcimoto Flatbed that has a pick-up style flatbed instead of an enclosed cargo area.~~

~~Concentration risk~~

~~The Company is dependent on~~ ~~one~~ ~~supplier for its battery supply that is a key component of its main product line. Any disruption in supply chain or significant price increase~~ ~~may~~ ~~impact Arcimoto's production volume and costs, which will affect~~real estate owned by the ~~Company's long-term goal of sustainable profitability. Also, the Company~~ ~~may~~ ~~from time to time experience shortages in obtaining materials and parts that are used in our production process as we depend on a limited number of suppliers for our inputs.~~Company.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1-for-20 Reverse Stock Split

On November 11, 2022, the Board of Directors approved a reverse stock split of 1-for-20. This action enabled the Company to access additional funds for operational needs by maintaining its listing requirements. The 1-for-20 reverse stock split decreased the number of outstanding shares and increased net loss per common share. All per share and share amounts presented have been retroactively adjusted for the effect of this reverse stock split for all periods presented.

Going Concern

The accompanying financial statements have been prepared on the 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 incurred significant losses since inception and management expects losses to continue for the foreseeable future. In addition, the Company does not have sufficient cash on hand to pay obligations as they come due.

On January 14, 2022 the Company entered into an agreement with Canaccord Genuity LLC (“Canaccord”) to raise the at-the-market (“ATM”) offering amount to ~~$100,000,000. The Company had approximately $1,248,000 in cash~~$100,000,000, and ~~cash equivalents as of~~ ~~November 11, 2022.~~ The state of the capital markets and the Company's stock price has limited its standing ability to generate additional funds through its ATM offering even though the Company has approximately $71,800,000 of unused amounts related to this ATM. Under current macroeconomic conditions, the Company has had limited success obtaining additional funds through the capital markets and/or by re-financing its long-lived assets and therefore has initiated certain cost cutting measures across the Company. During the ~~third~~ ~~quarter of~~ on October 4, 2022, ~~the Company signed a financing agreement with a~~ ~~third~~ ~~party lender whereby the lender will provide financing through another secured $10,000,000 convertible note, subject to shareholder approval. Subsequent to the~~ ~~third~~ ~~quarter of~~ ~~2022,~~ the Company signed an equity line of credit (“ELOC”) agreement with a ~~third~~ ~~party investor~~Tumim Stone Capital LLC whereby the investor will provide up to $50,000,000 of financing ~~through an equity line of credit~~ with certain restrictions. ~~This financing agreement, along with~~On January 18, 2023, the Company obtained additional funds totaling $12.0 million via a ~~proposal~~confidentially marketed public equity offering. Due to the terms of this offering, the Company is restricted from variable rate transactions and, thus, unable to utilize the ATM and ELOC to raise additional capital for a ~~reverse stock split,~~period of one year from January 18, 2023, the date the Prospectus Supplement was filed. The terms of this offering also restricted equity transactions for a period of 90 days unless approved by more than 50% of the investors in the offering filed on January 18, 2023. After that 90 day period, the Company became able to offer to sell its securities in a ~~special shareholders' meeting~~public offering under its S-3 registration. However, this ability to obtain additional financing is dependent on ~~November 11, 2022.~~ the price and volume of the Company’s common stock and may be further restricted by certain Securities and Exchange Commission (“SEC”) rules that limit the number of shares the Company is able to sell under its Form S-3 registration statement.

During 2023, the Company obtained a loan that is secured by the Company’s land and buildings as disclosed in Note 6 - Mortgage Loan. The ~~reverse stock split~~principal amount of this loan is ~~expected~~$6,000,000 and includes a discount of $600,000. The interest rate on this loan is 20% and the loan was originally due in August 2023 unless an additional six-month extension is granted. The extension can only be granted under certain conditions, which include, in part, payment of all accrued interest and a facility fee of $300,000 and that no event or potential event of a default exists. On July 14, 2023, the Company was granted an additional six-month extension and the loan is now due in February 2024 (see Note 15 Subsequent Events). The Company also received a $500,000 loan from a related party in May 2023 and raised approximately $2,300,000, net of fees, from a registered direct offering in June 2023. Furthermore, the Company’s accounts payable balance is approximately $8,200,000 at August 9, 2023, of which a significant amount is more than 30 days past due.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Management has evaluated these conditions and concluded that they raise substantial doubt about the Company’s ability to ~~occur, after~~continue as a going concern for at least a period of one year from the issuance of these unaudited financial statements. Management has initiated a series of ~~administrative~~ actions ~~before~~to alleviate the ~~end~~Company’s financial situation: (1) reducing headcount significantly via lay-offs and an unpaid furlough program that started at the beginning of ~~2022.~~ ~~These actions allow~~the fourth quarter of 2022 and may likely continue into the foreseeable future; (2) temporarily suspending production in the first quarter of 2023 in order to relocate operations to a new facility and focus purchases on the minimum needed to resume production, which was resumed in February 2023; (3) negotiating payment plans with the Company’s vendors that are critical to the Company’s operations; and (4) monetizing assets that may not be critical to the core business. Management also plans to pursue other financing solutions through the credit and equity markets. There can be no assurance that the Company ~~continued access~~will be able to secure such additional financing or, if available, that it will be on favorable terms or that the Company will be able to sufficiently reduce costs for any such additional financing to meet its needs. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the ~~ATM~~recoverability and classification of recorded asset amounts or the ~~equity line~~amounts and classification of ~~credit, along with~~liabilities that might result from the ~~secured~~ ~~$10,000,000~~ ~~convertible note. The Company believes the existing cash on hand and expected available funds as discussed above will be sufficient to meet our cash needs for at least the next~~ 12 ~~months.~~

outcome of this uncertainty.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q10-Q promulgated by the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of ~~September~~June 30, ~~2022~~,2023, and the results of its operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2023 and ~~2021~~2022 and its cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2023 and ~~2021~~.2022. Results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022.~~ 2023. The information included in this Quarterly Report on Form 10-Q10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K10-K filed with the SEC on ~~March 31, 2022.~~April 14, 2023.

The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and its related disclosures. Actual amounts could differ materially from those estimates.

~~Business Combinations~~

The ~~Company~~consolidated financial statements include the accounts ~~for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~ ~~805~~ ~~“Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities~~ of the ~~acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill.~~Company and its wholly-owned subsidiaries. All ~~acquisition costs are expensed as incurred. Upon acquisition, the acquired assets~~intercompany accounts and ~~liabilities and results of operations are consolidated beginning at the acquisition date. See Note~~ 3 ~~- TMW Acquisition for additional information related to our acquisition that concluded in the~~ ~~first~~ ~~quarter of~~ ~~2021.~~

transactions have been eliminated upon consolidation.

Inventory

Inventory is stated at the lower of cost ~~((using~~(using the ~~first~~~~-in,~~ ~~first~~~~-out~~first-in, first-out method (“FIFO”)) or net realizable value. Inventories consist mainly of purchased electric motors, electrical storage and transmission equipment, and component parts. Raw materials include parts that have been sub-assembled and manufactured parts.

	*September 30,*		*December 31,*
	*2022*		*2021*		June 30, 2023		December 31, 2022
Raw materials	$	10,468,060	$	7,089,033	$	10,036,060	$	11,491,555
Work in progress		115,117		70,243		142,924		—
Finished goods		1,707,178		696,829		877,878		832,462
Total	$	12,290,355	$	7,856,105	$	11,056,862	$	12,324,017

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Company is required to remit partial prepayments for some purchases of its inventories acquired from overseas vendors which are included in prepaid inventory. The Company is currently selling vehicles below the base cost of a finished unit. Accordingly, the Company expensed all labor and overhead as period costs and recorded an ~~adjustment~~allowance to reduce certain inventories to net realizable value of approximately ~~$1,263,000~~$948,000 and ~~$826,000~~$1,280,000 as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, respectively. The amount expensed for all labor and overhead was approximately ~~$4,289,000~~$3,456,000 and ~~$2,819,000~~$7,073,000 for the ~~three~~six months ended ~~September~~June 30, 2023 and 2022, respectively, and ~~2021,~~ ~~respectively. The amount expensed for all labor~~$1,836,000 and ~~overhead was approximately $11,362,000 and $7,002,000~~$4,024,000 for the ~~nine~~three months ended ~~September~~June 30, ~~2022~~ 2023 and ~~2021~~2022, respectively.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Intangible Assets

Intangible assets primarily consist of trade names/trademarks, proprietary technology, and customer relationships. ~~These assets~~They are amortized using the ~~straight-line~~straight-lined method over a period of 10 to 14 years. The Company assesses the recoverability of its finite-lived intangible assets when there are indications of potential impairment.

Net Loss per Share

The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the 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 effect 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 effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

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.

During the three and six months ended ~~September~~June 30, ~~2022~~ 2023 and ~~2021~~,2022, the Company excluded the outstanding Employee Equity Plans (“EEP”) and other securities summarized below calculated using the Treasury Stock Method for options and other instruments and the If-Converted Method for convertible notes, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021

Options and other instruments under the 2012, 2015, and 2018 Plans to purchase common stock
$ 474,680 $ 2,218,840 $ 916,394 $ 2,486,917
Underwriters and investors warrants issued outside of an EEP
— 54,996 — 61,163
Conversion of warrants issued in conjunction with convertible note
— — — —
Conversion of convertible notes, if-converted method
1,736,181 — 851,125 —
Total
$ 2,210,861 $ 2,273,836 $ 1,767,519 $ 2,548,080

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Options and other instruments under the 2012, 2015, 2018, and 2022 Plans to purchase common stock		—		40,708		—		53,350
Conversion of convertible notes, if-converted method		58,126		38,368		58,126		13,991
Total		58,126		79,076		58,126		67,341

All options and warrants were excluded from the table above as they are out of the money.

Convertible Notes, Mortgage Loan and Warrants

We have elected the fair value option under ASC 825-10-25 to account for the $4,500,000 and $10,000,000 convertible notes, as well as the mortgage loan and warrants. We have utilized a binomial lattice methodology in estimating the fair values of the convertible notes. The mortgage loan fair value was estimated using a discounted cash flow model. The warrant fair values were estimated using a Black Scholes model. The fair value measurements are classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement”. The fair valuation of these convertible notes, mortgage loan and warrants use inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value are recorded as unrealized gain/loss on convertible notes, mortgage loan and warrants fair value in the Condensed Consolidated Statements of Operations.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Accounting Pronouncements Recently Adopted

In ~~February~~June 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~~ 12 months. Based on certain criteria, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of 12 ~~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. In~~ ~~November 2019,~~ ~~the FASB delayed the effective date for Topic~~ ~~842~~ ~~to fiscal years beginning after~~ ~~December 15, 2020~~ ~~for private companies and emerging growth companies, and interim periods within those years, with early adoption permitted. In~~ ~~June 2020,~~ ~~the FASB issued ASU~~ No~~2020~~-05 ~~that further delayed the effective date of Topic~~ ~~842~~ ~~to fiscal years beginning after~~ ~~December 15, 2021.~~ ~~We adopted this new standard on~~ ~~January 1, 2022.~~ ~~In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified 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 effective date, as opposed to the earliest period presented under the modified retrospective transition approach and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic ~~842,~~ including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. Most of the Company's operating lease commitments are subjected to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption of Topic ~~842,~~ ~~which increased the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. The adoption of ASU~~ ~~2016~~-02 ~~did~~ ~~not~~ ~~have a material impact on Arcimoto’s Statement of Operations. Upon adoption on~~ ~~January 1, 2022,~~ ~~the Company recorded an operating lease right-of-use asset for approximately $1,800,000 and an operating lease liability of approximately $1,900,000. See Note~~ 8 ~~"Leases" for further disclosures.~~

In ~~August 2020,~~ ~~the FASB issued ASU~~ ~~No.~~~~2020~~-~~06,~~ ~~"Debt - Debt with Conversion and Other Options (Subtopic~~ ~~470~~-20~~) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic~~ ~~815~~-40~~)." ("ASU~~ ~~2020~~-~~06"~~~~). ASU~~ ~~2020~~-06 simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that ~~may~~ ~~be settled in cash or shares and for convertible instruments. The Update also provides for expanded disclosure requirements to increase transparency. In summary, this ASU (~~1) simplifies the accounting for convertible instruments by reducing the number of accounting models by eliminating the models that require separation of a cash conversion or beneficial conversion feature from the host contract; (2~~) simplifies the derivatives scope exception by removing~~ ~~three~~ ~~of the conditions required to avoid derivative accounting and providing certain clarification regarding certain scenarios and scope exceptions and; (~~3) provide targeted improvements for calculating EPS by requiring the if-converted method for convertible instruments. The guidance is effective for smaller reporting companies for fiscal periods beginning after ~~December 15, 2023,~~ ~~including interim periods within those fiscal years. Early adoption is permitted. Arcimoto has elected to adopt the provisions of this ASU effective~~ ~~January 1, 2022~~ ~~and has applied the modified retrospective method of accounting for prior periods within the financial statements. The adoption has~~ no ~~impact on the Company's financial statements.~~

~~Accounting Pronouncements~~ ~~Not~~ ~~Yet Adopted~~

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

In ~~June 2016,~~ ~~the FASB issued ASU~~ ~~No.~~~~2016~~-~~13,~~ 2016-13, Financial Instruments – Credit Losses (Topic ~~326~~)326): Measurement of Credit Losses on Financial Instruments (“ASU ~~2016~~-~~13”~~2016-13”) which replaces the current incurred loss methodology with an expected loss methodology which is referred to as the current expected credit loss (“CECL”) methodology. The measurement of credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivables and trade accounts receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investment in leases recognized by a lessor in accordance with Accounting Standards Codification (“ASC”) Topic 842 – Leases. ASU ~~2016~~-132016-13 also made changes to the accounting for available-for-sale debt securities and requires credit losses to be presented as an allowance rather than as a write-down on such securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company ~~is required to adopt~~adopted the provisions of this ASU ~~2016~~-13 on effective January 1, ~~2023~~ ~~and has~~ 2023. The adoption did not ~~completed its assessment of ASU~~ ~~2016~~-~~13’s~~ have a material impact on ~~its~~the Company’s condensed consolidated financial statements.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 3: ~~TMW ACQUISITION~~

On ~~January 23, 2021,~~ the Company entered into an Asset Purchase Agreement (the “Agreement”) with Tilting Motor Works, Inc. (“TMW”), a Washington corporation (the “Seller”) and its owner. TMW engages in the design, production, sales, and installation of a bolt on kit that converts a ~~two~~ ~~wheeled motorcycle into a tilting~~ ~~three~~ ~~wheeled motorcycle. TMW was acquired to utilize the tilting technology in new~~ ~~three~~ ~~wheeled micro-mobility vehicles.~~

Pursuant to the terms and conditions of the Agreement, the Company paid cash of $1,754,083 and issued 436,339 shares of Company common stock and assumed certain liabilities as consideration for substantially all of TMW’s assets. The common shares issued were unregistered and are subject to sales restrictions under the Securities Act of ~~1933.~~ The Company valued the shares issued in the transaction at the average of opening and closing price on the date of acquisition with a 12.5% discount for lack of marketability. The acquisition closed on ~~February 4, 2021~~ ~~and was recorded as a business combination as the set of assets and activities acquired met the definition of a business.~~

~~The purchase price allocation was finalized in the~~ ~~first~~ ~~quarter of~~ ~~2021~~ ~~and is as follows:~~

Cash
$ 1,754,083
Add: Fair value of shares issued
13,038,355
Total consideration
$ 14,792,438

Description

Fair value

Assets acquired:

Inventory
$ 342,394
Prepaid expenses and other current assets
4,083
Property, plant, and equipment
4,349
Trade name
2,052,000
Proprietary technology
7,010,000
Customer relationships
1,586,000
Goodwill
6,824,209
Total assets acquired
$ 17,823,035

Liabilities assumed:

Customer deposits
$ 91,749
Deferred tax liability
2,938,848
Total liabilities assumed
3,030,597
Estimated fair value of net assets acquired
$ 14,792,438

~~In the~~ ~~fourth~~ ~~quarter of~~ ~~2021,~~ ~~Arcimoto conducted a goodwill impairment test and consequently wrote-off the entire amount of goodwill to the Company's Statement of Operations for the year ended~~ ~~December 31, 2021.~~

~~The following unaudited proforma financial information presents the consolidated results of operations of the Company and TMW for the~~ ~~nine~~ ~~months ended~~ ~~September~~ ~~30,~~~~2021,~~ ~~as if the acquisition had occurred as of the beginning of the~~ ~~first~~ ~~period presented instead of on~~ ~~February 4, 2021.~~ ~~The proforma information does~~ ~~not~~ ~~necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods.~~

~~The proforma financial information for the Company and TMW is as follows:~~

For the Nine Months Ended

September 30,

2021

Revenues
$ 3,619,510

Net loss attributable to common stockholders
$ (24,758,304 )
Net loss per basic and diluted common share
$ (0.68 )
Weighted average common shares outstanding:

Basic and diluted
36,340,706

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE~~ 4: PROPERTY AND EQUIPMENT

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~~~, our~~2022, the Company’s property and equipment consisted of the following:

	*September 30,*			*December 31,*
	*2022*			*2021*			June 30, 2023			December 31, 2022
Land	$	4,743,526		$	4,743,526		$	4,743,526		$	4,743,526
Buildings		8,006,474			8,006,474			8,006,474			8,006,474
Machinery and equipment		8,546,067			7,282,960			9,496,537			8,443,047
Fixed assets in process		6,730,661			3,269,532			7,875,370			8,569,163
Leasehold improvements		1,193,771			1,165,231			1,193,771			1,193,771
FUV fleet		1,743,997			1,471,534			645,818			1,089,888
FUV rental fleet		3,120,949			1,315,980			1,994,281			2,646,379
Computer equipment and software		226,915			258,309			226,915			226,915
Vehicles		748,707			419,661			748,707			748,707
Furniture and fixtures		52,007			52,007			52,007			52,007
Total property and equipment		35,113,074			27,985,214			34,983,406			35,719,877
Less: Accumulated depreciation		(5,672,432	)		(3,646,307	)		(6,823,803	)		(5,897,083	)
Total	$	29,440,642		$	24,338,907		$	28,159,603		$	29,822,794

Fixed assets in process are primarily comprised of building improvements that have not yet been completed and machinery and equipment not yet placed into service. Completed assets are transferred to their respective asset class and depreciation begins when the asset is placed in service. FUV fleet consists of marketing and other non-revenue generating vehicles. FUV rental fleet consists of rental revenue generating vehicles.

On ~~December 23, 2020,~~ the Company entered into an agreement to purchase certain buildings totaling approximately 187,000 square feet, and approximately 6.6 acres of real estate located within the City of Eugene, Oregon for a total purchase price of $10,250,000 from RLA Holdings, LLC. The addresses of these building are ~~311~~ ~~Chambers Street and~~ ~~1480~~ ~~West~~ ~~3rd~~ ~~Avenue. During the~~ ~~first~~ ~~quarter of~~ ~~2021,~~ ~~an additional 4.1 acres and 33,000 square feet of buildings to the south commonly known as~~ ~~1593~~ W. ~~5th~~ ~~Ave. Eugene, Oregon was added to the purchase agreement totaling $2,500,000. As a result, the total sales price increased to $12,750,000. On~~ ~~April 19, 2021,~~ ~~the purchase was completed. $1,250,000 was deducted at the closing with the due date of this note being~~ ~~one~~ ~~year from the closing date. The payment was deferred to and paid off in~~ ~~July 2022.~~ ~~This note was secured by a~~ ~~zero~~ ~~interest note. The Company intends to utilize these properties to improve its production capabilities. The new facility became operational during the~~ ~~first~~ ~~quarter of~~ ~~2022~~ ~~and is expected to be completed by the end of~~ ~~2023.~~ ~~The purchases described above are allocated to property and equipment as land and buildings.~~

Depreciation expense was approximately ~~$767,000~~$677,000 and ~~$2,074,000~~$1,381,000 during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~$412,000~~$810,000 and ~~$1,089,000~~$1,307,000 during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~,2022, respectively.

~~Table of Contents~~

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS

(Unaudited)

NOTE 5:4: INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets:

			September 30, 2022
	*Estimated*											June 30, 2023
	*Useful Life (Years)*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		Estimated Useful Life (Years)		Gross Carrying Amount at June 30, 2023		Accumulated Amortization			Net Book Value
Tradename and trademarks		14	$	2,052,000	$	(236,865	)	$	1,815,135		14	$	2,052,000	$	(346,794	)	$	1,705,206
Proprietary technology		13		7,010,000		(892,299	)		6,117,701		13		7,010,000		(1,296,722	)		5,713,278
Customer relationships		10		1,586,000		(262,445	)		1,323,555		10		1,586,000		(381,395	)		1,204,605
			$	10,648,000	$	(1,391,609	)	$	9,256,391			$	10,648,000	$	(2,024,911	)	$	8,623,089

			December 31, 2021
	*Estimated*											December 31, 2022
	*Useful Life (Years)*		*Gross Amount*		*Accumulated Amortization*			*Net Book Value*		Estimated Useful Life (Years)		Gross Carrying Amount at December 31, 2022		Accumulated Amortization			Net Book Value
Tradename and trademarks		14	$	2,052,000	$	(130,950	)	$	1,921,050		14	$	2,052,000	$	(273,508	)	$	1,778,492
Proprietary technology		13		7,010,000		(487,875	)		6,522,125		13		7,010,000		(1,027,107	)		5,982,893
Customer relationships		10		1,586,000		(143,495	)		1,442,505		10		1,586,000		(302,095	)		1,283,905
			$	10,648,000	$	(762,320	)	$	9,885,680			$	10,648,000	$	(1,602,710	)	$	9,045,290

Amortization expense was approximately ~~$208,000~~$211,000 and ~~$210,000~~$422,000 during the three and six months ended ~~September~~June 30, 2023 and approximately $210,000 and $421,000 during the three and six months ended June 30, 2022, ~~and~~ ~~2021~~~~, respectively. Amortization expense was approximately $629,000 and $552,000 during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~ ~~and~~ ~~2021~~, respectively.

NOTE 6:5: CUSTOMER DEPOSITS

The Company has received refundable customer pre-orders ranging from $100 to $500 per vehicle for purposes of securing a place in a line to order its utility vehicle. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, these refundable pre-orders total ~~$415,200~~$402,100 and ~~$424,300,~~$410,000, respectively. In addition, ~~Arcimoto~~the Company also received non-refundable customer deposits of $2,500, which was reduced to $500 during the quarter ~~ending~~ ended June 30, 2022, that are required for the Company to start production of their vehicles. When a customer’s order is ready to enter the production process, the customer is notified that if they would like to proceed with the purchase of a vehicle, their pre-orders will no longer be refundable and additional deposit required must be paid prior to the start of the manufacturing process. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, these non-refundable deposits total ~~$336,000~~$170,100 and ~~$125,000, respectively.~~$268,300, respectively and are presented as Customer Deposits on the Company’s Condensed Consolidated Balance Sheets.

The Company has also received approximately ~~$120,000~~$68,000 and ~~$227,000~~$112,000 of refundable deposits related to its TMW product line as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, respectively. ~~Arcimoto~~The Company also receives non-refundable deposits as final payment prior to delivery of the final product. These non-refundable deposits total approximately ~~$56,600~~$28,200 and ~~$40,400~~$51,400 as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~~~, respectively.~~2022, respectively, and are presented as Customer Deposits on the Company’s Condensed Consolidated Balance Sheets.

During the second quarter of 2022, the Company began to receive refundable deposits of $100 per unit for the recently announced Mean-Lean-Machine ~~("MLM"~~(“MLM”), the electric tilting trike. As of ~~September~~June 30, 2023 and December 31, 2022,, the balance of such deposits was $121,400 and $120,600, respectively and isare included as part of Customer Deposits on the ~~Company's~~Company’s Condensed Consolidated Balance Sheets.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, the Company’s balance of deposits received was approximately ~~$1,048,400~~$789,800 and ~~$817,100,~~$962,300, respectively. Deposits are included in current liabilities in the accompanying ~~condensed balance sheets.~~Condensed Consolidated Balance Sheets. The Company also has customer deposits from its employees. However, the balances of these deposits as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are not material.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 6: MORTGAGE LOAN

On February 17, 2023, the Company’s wholly-owned subsidiary, Arcimoto Property Holding Company, LLC (“Borrower”) entered into a loan (“Mortgage Loan”) with HRE FUV Lending, LLC (the “Lender”) and issued a related Promissory Note (the “Note”) payable to the Lender. Pursuant to the Mortgage Loan and the Note, the Borrower is receiving a $6,000,000 loan secured by all the real properties of the Borrower and all equity interests of Borrower. The loan (i) has an initial term of six months with the possibility of a further six month extension upon the satisfaction of certain conditions; (ii) has an interest rate equal to 20% per annum of the first six months (with the possibility of retroactive reduction to 10% if repaid in full within such six (6) months without an event of default having occurred) and zero percent (0%) per annum for the six (6) month extension period; (iii) requires an upfront fee to Lender of $600,000 on the date the loan is made (and an additional facility fee to Lender of $300,000 if the loan is not repaid in full within the first six (6) months or if an event of default occurs); (iv) requires that, in the event of prepayment, a minimum of $600,000 in interest must have been paid (with the possibility of reduction to $300,000 if repaid in full within the first six (6) months if no event of default has occurred); (v) provides that $500,000 of the loan amount is retained as a holdback by Lender for disbursement to Borrower only after certain construction is completed at the real property and the cost of such construction is paid in full by Borrower; (vi) contemplates an increase in the interest rate if an event of default occurs; (vii) is fully guaranteed by Holdings and is subject to a limited recourse guaranty by the Company. The $500,000 holdback was received by the Company during the quarter ended June 30, 2023. On July 14, 2023, the Company extended the maturity date of the loan six months to February 2024.

The Company elected to account for this mortgage loan using the fair value option. In estimating the fair value of this debt, a discounted cash flows model was used. The note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement.” The fair valuation of this mortgage loan uses inputs other than quoted prices that are observable either directly or indirectly in a discounted cash flows model. Under this option, changes in fair value of the debt are recorded as an unrealized loss on mortgage loan fair value in the Condensed Consolidated Statements of Operations at inception of $336,194. For the three and six months ended June 30, 2023 the Company recorded an unrealized loss of $1,367,125 and $1,590,085, respectively. The fair value of the loan was $7,590,085 as of June 30, 2023. The Company recorded the $600,000 upfront fee to lender as financing costs in the Statement of Operations.

NOTE 7: EQUIPMENT NOTES PAYABLE

As of ~~September~~June 30, ~~2022~~,2023, the Company has financed a total of approximately ~~$2,778,000~~$1,936,000 of its capital equipment purchases with notes payable having monthly payments ranging from approximately $300 to $12,000, repayment terms ranging from 60 to 72 months, and effective interest rates ranging from 1.99% to 9.90%. ~~Total monthly~~Monthly payments for all equipment financing notes payable as of ~~September~~June 30, ~~2022~~2023 are approximately ~~$54,000.~~$36,300. These equipment notes mature ranging from ~~December~~ ~~2022~~November 2023 through May 2028. The balance of equipment financing notes payable was approximately ~~$1,374,000~~$1,140,000 and ~~$1,678,000~~$1,351,000 as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, respectively.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 8: LEASES

Operating Leases

The Company has active operating lease arrangements for office space and production facilities. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of January 1, 2022.

The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement. The Company includes extensions in the determination of the lease term when it is reasonably certain that such options will be exercised.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease term.

The components of operating lease expense recorded in the ~~statement~~condensed consolidated statements of operations were as follows:

					Three Months Ended June 30,				Six Months Ended June 30,
	*Three Months Ended September 30, 2022*		*Nine Months Ended September 30, 2022*		2023		2022		2023		2022
Operating lease cost	$	193,018	$	548,997	$	195,808	$	183,514	$	391,616	$	355,979
Short-term lease cost		52,631		104,882		24,818		34,520		67,497		52,251
Total lease cost	$	245,649	$	653,879	$	220,626	$	218,034	$	459,113	$	408,230

Variable lease cost for the three and ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was not material. ~~The Company recorded rent expense on a straight-line basis and recognized rent expense of~~ ~~$306,000~~ ~~and $629,000 for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, respectively.~~

Right of use assets and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows:

	*September 30, 2022*
			June 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	1,477,776	$	996,999	$	1,336,826

Operating lease liabilities, current	$	690,682	$	563,781	$	666,542
Operating lease liabilities, long-term		864,195		495,600		744,142
Total operating lease liabilities	$	1,554,877	$	1,059,381	$	1,410,684

The weighted-average remaining lease term for operating leases was ~~2.5~~2.02 years and the weighted-average incremental borrowing rate was ~~8.3%~~8.7% as of ~~September~~June 30, ~~2022~~. 2023.

Supplemental cash flow information related to the Company’s operating leases was as follows:

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Cash paid for amounts included in the measurement of operating lease liabilities
$ 194,355 $ 554,751

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	202,199	$	186,887	$	403,092	$	360,396

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

As of ~~September~~June 30, ~~2022~~,2023, future minimum lease payments required under operating leases are as follows:

2022 (remainder)
$ 196,273
2023
745,288
2024
500,457
2025
230,859
2026
58,433
Thereafter
-
Total minimum lease payments
1,731,310
Less: imputed interest
(176,433 )
Total
$ 1,554,877

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE~~ 8: ~~LEASES (Continued)~~

2023 (Remainder)	$	353,195
2024		511,786
2025		230,858
2026		58,433
2027		—
Thereafter		—
Total minimum lease payments		1,154,272
Less: imputed interest		(94,891	)
Total	$	1,059,381

Finance ~~leases~~Leases

As of ~~September~~June 30, ~~2022~~,2023, the Company has financed through lease agreements a total of approximately ~~$2,650,000~~$2,211,000 of its capital equipment purchases with monthly payments ranging from approximately ~~$400~~$1,500 to $14,000, repayment terms ranging from 48 to 60 months, and effective interest rates ranging from ~~3.87%~~2.67% to ~~9.52%~~8.51%. ~~Total monthly finance~~Monthly lease payments for all finance leases as of ~~September~~June 30, ~~2022~~2023, are approximately ~~$54,000.~~$61,000. These lease obligations mature ranging from ~~June~~ August 2023 through ~~September~~ ~~2026~~February 2028 and are secured by approximately ~~$2,713,000~~$3,901,000 in underlying assets which have approximately ~~$975,000~~$879,000 in accumulated depreciation as of ~~September~~June 30, ~~2022~~.2023. The balance of finance lease obligations was approximately ~~$1,435,000~~$1,463,474 and ~~$1,065,000~~$1,300,011 as of ~~September~~June 30, ~~2022~~2023, and December 31, ~~2021~~,2022, respectively.

Right of use assets and lease liabilities for finance leases were recorded in the condensed consolidated balance sheets as follows:

	*September 30, 2022*
			June 30, 2023		December 31, 2022
Property and equipment, net	$	1,718,581	$	3,021,927	$	2,672,177

Finance lease liabilities, current	$	500,955	$	401,917	$	441,523
Finance lease liabilities, long-term		934,482		1,061,557		858,488
Total finance lease liabilities	$	1,435,437	$	1,463,474	$	1,300,011

The weighted-average remaining lease term for finance leases was ~~3.39~~3.56 years and the weighted-average incremental borrowing rate was ~~5.43%~~4.55% as of ~~September~~June 30, ~~2022~~. 2023.

Supplemental cash flow information related to the Company’s finance leases was as follows:

				Six Months Ended June 30,
	*Nine Months Ended September 30, 2022*			2023			2022
Operating cash flows from finance leases	$	(46,127	)	$	(42,475	)	$	29,978
Financing cash flows from finance leases	$	(305,296	)	$	(303,528	)	$	(194,660	)

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Amortization and interest expense information related to the Company’s finance leases was as follows:

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Amortization Expense
$ 57,403 152,508

Interest Expense
$ 16,148 46,127

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amortization expense	$	73,871	$	50,143	$	130,082	$	95,105

Interest expense	$	23,169	$	14,703	$	42,475	$	29,979

As of ~~September~~June 30, ~~2022~~,2023, future minimum lease payments required under finance leases are as follows:

2022 (remainder)	$	143,377
2023		499,426
2023 (Remainder)				$	245,226
2024		352,609			463,547
2025		352,609			463,547
2026		216,507			327,444
2027					110,937
Thereafter		-			18,490
Total minimum lease payments	$	1,564,528		$	1,629,191
Less: imputed interest		(129,091	)		(165,717	)
Total	$	1,435,437		$	1,463,474

NOTE 9: CONVERTIBLE NOTES

$4,500,000 Convertible Promissory Note ( ~~"April~~(“April 2022 ~~Note"~~Note”)

On April 25, 2022, the Company ~~("Debtor"~~(“Debtor”) entered into a $4,500,000 convertible promissory note agreement with Ducera Investments LLC - 2022 Series A ~~("Creditor"~~(“Creditor”) whereby the Debtor agrees to pay the Creditor the amount borrowed plus interest accrued at an annual rate of 10% compounded quarterly. Subject to certain conditions, interest on the promissory note accrues as additional principal. The term of the April 2022 Note is five years unless conversion privileges are exercised. Conversion can occur at the option of the Creditor, the Debtor or upon maturity and is described below:

(i) The Creditor has the option to convert the promissory note at any time prior to the maturity date, in full or in part, into the number of shares of common stock ("(“Common ~~Stock"~~Stock”), no par value, of the Company equal to the amount determined by dividing the principal amount of this note plus the accrued interest by ~~$7.00,~~$140.00 ($7.00 - pre reverse split), subject to adjustment (as adjusted, the ~~"Conversion Price"~~“Conversion Price”); (ii) at any time prior to the maturity date, the Debtor may convert the note, in full or in part, at the Conversion Price provided that, in order to exercise the conversion, the closing share price of the Common Stock on the Nasdaq Stock Market LLC (the “Closing Share Price”) for the thirty (30) consecutive trading days prior to, and including, the conversion date exceeds the per share price required to provide the Creditor with shares having a market value of at least 4.5 times ~~$4,500,000~~$4,500,000 upon conversion; and (iii) if none of a Creditor’s election to convert shares or the Company’s election to convert shares has occurred, then upon the ~~Maturity Date,~~maturity date, the outstanding principal plus accrued interest on the note shall convert into shares of the common stock at the lesser of the Conversion Price and the greater of (x)(x) the per share price required to provide the Creditor with shares having a market value of at least 4 times ~~$4,500,000,~~$4,500,000, and (y) ~~$4.33~~$86.60 (the “Floor Conversion Price”) ($4.33 pre reverse split). In the event that the notes are converted at the Floor Conversion Price, the Company shall also pay to the Creditor on the maturity date a cash payment equal to (x)(x) the principal amount of the note at the maturity date minus (y) the Converted Equity Market Value (as defined below) divided by 4. “Converted Equity Market Value” means the value of the shares of common stock delivered to the Creditor based on a share price equal to the lower of: (i) 10~~-day~~10-day volume weighted average price of the common stock for the 10~~-days~~10-days immediately prior to, but excluding, the maturity date and (ii) the Closing Share Price on the day immediately prior to the maturity date.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Arcimoto has elected to measure the note at fair ~~value under ASC~~ ~~825~~-10-25 ~~to account for the convertible debt.~~value. In estimating the fair value of this debt, a binomial lattice ~~methodology~~model was used. The required inputs include the risk-free rate, the ~~Company's~~Company’s stock volatility, stock price on valuation date, and a risk premium. The ~~note's~~note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, ~~"Fair~~ “Fair Value Measurement."” The fair valuation of this convertible note uses inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value of the convertible debt are recorded as an unrealized gain or loss on convertible note fair value in the Condensed ~~Statement~~Consolidated Statements of Operations. As a result, the Company recorded an unrealized (loss) gain of ~~$1,925,190~~$(534,030) and $283,560 for the three and six months ended ~~September~~June 30, 2023, and $(2,145,540) for both the three and six months ended June 30, 2022, ~~and an unrealized loss of $220,350 for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022.~~ respectively. The balance on this note is ~~$4,801,600~~$4,604,130 and $4,887,690 at ~~September~~June 30, ~~2022.~~2023 and December 31, 2022, respectively, and is classified as a long-term liability on the Company’s Condensed Consolidated Balance Sheets.

$10,000,000 Senior Secured Convertible Note ( ~~"September~~ “September 2022 ~~Note"~~Note”)

On August 31, 2022, ~~Arcimoto~~the Company entered into a Securities Purchase Agreement (the “SPA”) with a ~~third~~ ~~party~~third-party investor (the “Buyer” or the “Holder”). Under the terms of the SPA, ~~Arcimoto~~the Company will issue to the Buyer the notes and warrants pursuant to a currently effective shelf registration statement on Form S- 3,S-3, which has sufficient availability for the issuance of the securities on each closing date.

Under the SPA, ~~Arcimoto~~the Company authorized the issuance of one or more series of senior secured convertible notes of the Company, in the aggregate original principal amount of $20,000,000. Such notes shall be convertible into shares of common stock, no par value per share, of the Company. Further, the Company authorized the issuance of warrants to acquire up to an aggregate of ~~500,000~~25,000 shares of common stock. The notes will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and will be secured by a second priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, if any, including a pledge of all of the capital stock of each of the subsidiaries.

On September 1, 2022 (~~the "Issuance Date"~~(the “Issuance Date”), one note (the ~~“September~~“September 2022 Note”) in the amount of $10,000,000 with ~~500,000~~25,000 accompanying warrants (the “Warrants”) were issued to the Buyer. The issuance of the remaining ~~$10,000,000~~ ~~as noted above~~$10,000,000 requires shareholder approval in accordance with NASDAQ listing requirements. The September 2022 Note was issued with a principal amount of ~~$10,000,000~~$10,000,000 and an original issue discount of $600,000, payable in 24 periodic installments with a coupon rate of 6%, and with a maturity date of September 1, 2024. At the option of the Company, periodic installments can be paid in either cash or common stock (at an 8% discount) to the Holder. Payments in cash are subject to an additional premium and are recorded as additional interest expense. In the event of a default, the interest rate is increased to 15%, which is the default rate. At any time on or after the Issuance Date, the Holder is entitled to convert any unpaid principal plus accrued interest at a conversion price of $5.00 per share. The SPA also provides for the Holder to require payment of principal and unpaid interest up to four times per period. This provision allows the September 2022 Note to be settled in full over a ~~six~~~~-month~~six-month period at the ~~Holder's~~Holder’s option. In addition, a certain percentage of cash received from issuances of shares in conjunction with the ATM discussed in Note 2 - Summary of Significant Accounting Policies will be used to pay down the principal of the September 2022 Note.

The Warrants are exercisable at any time or times on or after the six month and one day anniversary of the Issuance Date. The Warrants expire on the fifth anniversary of the Issuance Date. The exercise price of each Warrant which is convertible to a share of common stock is ~~$10.00.~~$200.00.

The net proceeds of $9,400,000 (after discount) are bifurcated between the Warrants and the September 2022 Note. The amount allocated to the Warrants is $598,670, which is the fair value on the Issuance Date. The remaining amount (before debt issuance costs) of $8,801,330 is allocated to the September 2022 Note on the Issuance Date. The Company has elected to measure the note at fair ~~value under ASC~~ ~~825~~-10-25 ~~to account for the convertible debt.~~value. In estimating the fair value of this debt, a binomial lattice ~~methodology~~model was used. The required inputs include the risk-free rate, the ~~Company's~~Company’s stock volatility, stock price on valuation date, and a risk premium. The ~~note's~~note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, ~~"Fair~~ “Fair Value Measurement.~~" The fair valuation of this convertible note uses inputs other than quoted prices that are observable either directly or indirectly.~~” Under this option, changes in fair value of the convertible debt are recorded as an unrealized gain or loss on convertible note fair value in the Condensed ~~Statement~~Consolidated Statements of Operations. As a result of this election, debt issuance costs incurred were approximately $232,669 and are expensed in Other expense/(income) on the Condensed ~~Statement~~Consolidated Statements of Operations. The Company also recorded an unrealized loss of ~~$34,180~~zero and $15,820 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022.~~ 2023, respectively. The note was repaid in full on January 23, 2023 with a loss on extinguishment of $2,925,610 recognized for the difference between the carrying value of the note and unamortized discount and the payment made to satisfy the note. The balance of the September 2022 Note ~~(after early principal payments made in~~ ~~September 2022)~~ ~~is $8,673,858 and is classified as a current liability on the Condensed Balance Sheet as disclosed above because the agreement allows the~~ ~~September 2022~~ ~~Note to be settled in full over a~~ ~~six~~~~-month period~~was $5,639,231 at ~~the Holder's option.~~December 31, 2022.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Warrants ~~are~~were recorded at fair value on the September 1, 2022 issuance date at $598,670 and are remeasured at fair value at ~~September 30, 2022~~ quarterly and are classified as a current liability on the Condensed Consolidated Balance Sheet. The Warrants were valued at June 30, 2023 using the Black-Scholes model with approximately a 4.67 year expected term, risk free interest rate of 4.15%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 116.5%. As a result, the Company recorded an unrealized (loss) gain of ~~$231,818 at~~ ~~September~~$(33,046) and $249,452 for the three and six months ended June 30, ~~2022.~~ 2023, respectively. The balance of the Warrants at ~~September~~June 30, 2023 and December 31, 2022 is ~~$366,852~~$125,022 and $374,474, respectively, and is recorded as aWarrant liabilities in the current ~~liability.~~liabilities section of the Company’s Condensed Consolidated Balance Sheets.

NOTE 10: ~~STOCKHOLDERS~~’ 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-1A-1 Preferred Stock, ~~and~~ 2,000,000 are designated as Class C Preferred Stock, and 1,500,000 are undesignated 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 was 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.

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.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company has reserved a total of ~~8,083,448~~363,577 and ~~6,262,478~~378,296 shares of its common stock pursuant to the equity incentive plans (see Note 11) – Stock-Based Payments) as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, respectively. The Company has ~~6,033,637~~363,577 and ~~3,973,629~~278,296 stock units, options and warrants outstanding under these plans as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~,2022, respectively.

The Company has no7,033,825 shares and ~~122,238~~25,000 shares of its common stock reserved for warrants issued outside of the equity incentive plans as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~~~. The warrants were forfeited during the~~ ~~third~~ ~~quarter of~~ ~~2022.~~2022, respectively.

~~Issuance of common stock for settlement of payable~~

~~The Company issued 16,000 common shares to an external party for consulting activities with a fair value of $68,361 during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~~~.The Company issued 17,421 common shares to an external party for services related to investor relations activities with a fair value of $221,000 during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE~~ ~~10:~~ ~~STOCKHOLDERS~~’ ~~EQUITY (Continued)~~

Exercise of Stock Options and Warrants

A total of ~~44,030~~889 employee options, with an exercise ~~prices ranging from $1.71 to $2.50~~price of $34.20 per share, were exercised for total proceeds to the Company of ~~$91,095~~$30,391 during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~.2022. A total of ~~457,433~~1,978 employee options, with exercise prices ranging from ~~$1.71~~$34.20 to ~~$5.41~~$50.00 per share were exercised for total ~~cash~~ proceeds to the Company of ~~approximately~~ ~~$1,456,000~~$83,456 during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~.2022. No employee options were exercised during the three and six months ended June 30, 2023.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

A total of ~~8,000~~700,000 warrants were exercised with an exercise price of $0.0001 per share for total proceeds to the Company of $70 during the three and six months ended June 30, 2023. A total of 400 employee warrants, with an exercise price of ~~$2.50~~$50.00 per share, were exercised for total proceeds to the Company of $20,000 during the ~~nine~~three and six months ended ~~September~~June 30, ~~2022~~. 2022.

A total of ~~155,000~~4,800 employee ~~warrants, with an exercise price of $0.50 per share,~~restricted stock units vested and were ~~exercised for total proceeds to the Company of $78,000~~converted into common shares during the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~.2023. A total of 460 employee restricted stock units vested and were converted into common shares during the three and six months ended June 30, 2022.

Offerings of Common Stock and Warrants

2023 Purchase Agreements

On January ~~25, 2021,~~ 18, 2023, the Company entered into ~~an Equity Distribution Agreement (“EDA”~~securities purchase agreements (the “Purchase Agreements”) with ~~Canaccord Genuity LLC (“Canaccord”~~certain investors (collectively, the “Purchasers”). The Purchase Agreements provide for the sale and issuance by the Company of an aggregate of (i) 3,300,000 shares (the “Shares”) ~~under which we~~ ~~may~~ ~~offer and sell shares~~ of ~~our~~the Company’s common stock, ~~in connection with the EDA in an aggregate offering amount of~~no par value per Share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to ~~$80,000,000 from time to time through Canaccord, acting exclusively as our sales agent (the “Offering”).~~

~~We issued and sold 1,853,181~~700,000 shares of common stock ~~during~~and (iii) warrants (the “Common Warrants” and, together with the ~~nine~~Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 4,000,000 shares of common stock. The offering price per Share and associated Common Warrants is $3.00. The offering price per Pre-Funded Warrant and associated Common Warrant is $2.9999.

The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants were exercised immediately upon issuance. Each Common Warrant has an exercise price of $3.00 per share, will be exercisable immediately upon issuance subject to certain ownership limitations and will expire on the fifth anniversary of the date on which the Common Warrants become exercisable.

Both the Pre-Funded and Common Warrants contain provisions that regarding settlement in the event of a fundamental transaction that calculate the fair value of the warrants using a prespecified volatility assumption that was not consistent with the input used to value the warrants at issuance which causes the warrants to be classified as liabilities.

The Pre-Funded Warrants are recorded at fair value on January 18, 2023 at $1,735,941. As the Pre-Funded Warrants were immediately exercised, the fair value is recorded in equity. The Common Warrants are recorded at fair value on January 18, 2023 at $7,951,393 and are remeasured at a fair value of $4,249,751 at June 30, 2023 and are classified as a current liability on the Condensed Consolidated Balance Sheet. As a result, the Company recorded an unrealized (loss) gain of $(122,694) and $3,701,642 for the three and six months ended ~~September~~June 30, ~~2021~~,2023, respectively.

The offering resulted in ~~connection with the EDA at per share prices between $12.36 and $32.87, resulting in net~~gross proceeds to the Company of approximately ~~$33,100,000~~$12 million. The net proceeds to the Company from the offering were approximately $11 million, after ~~subtracting~~deducting placement agent fees and other expenses. The Company used $7,500,000 of the net proceeds from the offering ~~expenses.~~to repay the September 2022 Note as disclosed in Note 9 - Convertible Notes, and the remainder of the proceeds for working capital and general corporate purposes.

2023 Second Purchase Agreements

On June 12, 2023, the Company entered into securities purchase agreements (the “Second Purchase Agreements”) with certain investors (collectively, the “Purchasers”). The Second Purchase Agreements provide for the sale and issuance by the Company of an aggregate of 1,467,648 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), in a registered direct offering and warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase up to 2,935,296 shares of Common Stock in a concurrent private placement (the transactions contemplated by the Second Purchase Agreements are referred to herein as the “Second Offering”). The offering price per Share and associated Warrant is $1.70. Each Warrant has an exercise price of $1.75 per share, will be exercisable six months after issuance subject to certain ownership limitations and will expire on the fifth anniversary of the date on which the Warrants become exercisable.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Second Offering resulted in gross proceeds to the Company of approximately $2.5 million. The net proceeds to the Company from the Second Offering were approximately $2.3 million, after deducting placement agent fees and expenses and offering expenses payable by the Company. The Company used $250,000 of the net proceeds from the offering to partially repay the Note payable - related party, and the remainder of the proceeds for working capital and general corporate purposes.

The Company paid the Placement Agent a cash fee equal to $275,000 which was 5.0% of the aggregate purchase price paid by all Purchasers in connection with the sale of the Securities, and warrants to purchase a number of shares of Common Stock equal to 5% of the Shares (the “Placement Agent Warrants”). The Company issued 73,529 Placement Agent Warrants. The Placement Agent Warrants have a five-year term, and are exercisable beginning six months after the closing of the Offering at a price of $1.87 per share. The Company recorded the aggregate placement agent fees as financing costs in the Statement of Operations.

The Warrants issued to the Purchasers are recorded at fair value on June 12, 2023 at $3,906,366 and are remeasured at a fair value of $3,495,168 at June 30, 2023 and are classified as a current liability on the Condensed Consolidated Balance Sheet. As the fair value of the Warrants was greater than the cash proceeds received from the offering, the Company recorded the excess of warrant fair value over proceeds received of $1,404,374 as financing costs. The 1,467,648 common shares issued in the offering had a fair value of $2,362,914. The fair value of the common shares issued were recorded as additional financing costs in the transaction because the aggregate fair value of the liability classified warrants and the common shares issued exceeded the offering proceeds. The Placement Agent Warrants are recorded at fair value on June 12, 2023 at $95,740 and are remeasured at a fair value of $85,320 at June 30, 2023 and are also classified as a current liability on the Condensed Consolidated Balance Sheet. As a result, the Company recorded an unrealized gain of $421,618 for the three and six months ended June 30, 2023 for the Warrants and Placement Agent Warrants.

2022 Offerings

On January 14, 2022, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord, ~~which replaced the EDA discussed above,~~ under which we the Company may offer and sell, from time to time, through or to Canaccord, as sales agent up to $100,000,000 of its common stock. ~~We intend~~The Company intends to use the net proceeds of the sales pursuant to the Sales Agreement primarily for working capital and general corporate purposes.

We issued and sold ~~3,773,289~~175,306 shares of common stock during the three months ended ~~September~~June 30, 2022,, in connection with the Sales Agreement at per share prices between ~~$1.44~~$64.60 and ~~$3.35,~~$97.80, resulting in net proceeds to the Company of ~~$10,177,356~~$12,602,091 after subtracting offering expenses. We issued and sold ~~7,839,691~~203,320 shares of common stock during the ~~nine~~six months ended ~~September~~June 30, 2022,, in connection with the Sales Agreement at per share prices between ~~$1.44~~$64.60 and ~~$7.18,~~$143.60, resulting in net proceeds to the Company of ~~$26,493,094~~$16,315,741 after subtracting offering expenses. There were no transactions during the three and six months ended June 30, 2023 under the Sales Agreement due to the one-year restrictions discussed in Note 2.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 11: STOCK-BASED PAYMENTS

The Company has common stock, common stock units, and common stock purchase options and warrants reserved pursuant to the 2022 Omnibus Stock Incentive Plan ("(“2022 ~~Plan"~~ Plan”), 2018 Omnibus Stock Incentive Plan (“(“2018 Plan”), and the Amended and Restated 2015 Stock Incentive Plan (“(“2015 Plan”).

Stock-based compensation, including stock options, warrants and stock issued for compensation and services is included in the condensed consolidated statements of operations as follows:

	*Three Months Ended*				*Nine Months Ended*				Three Months Ended June 30,				Six Months Ended June 30,
	*September 30,*				*September 30,*				2023		2022		2023		2022
	*2022*		*2021*		*2022*		*2021*
Cost of goods sold									$	330,714	$	576,650	$	649,600	$	971,077
Research and development	$	275,290	$	260,262	$	897,866	$	531,836		154,711		292,675		310,846		622,576
Sales and marketing		314,967		229,892		1,004,621		447,450		216,662		408,215		436,876		689,654
General and administrative		505,772		410,086		1,445,595		906,920		232,416		534,479		677,718		939,823
Cost of goods sold		453,978		421,879		1,425,055		774,257
Total	$	1,550,007	$	1,322,119	$	4,773,137	$	2,660,463	$	934,503	$	1,812,019	$	2,075,040	$	3,223,130

2022 Omnibus Stock Incentive Plan

On July 29, 2022, ~~Arcimoto's~~Arcimoto’s shareholders approved the 2022 Omnibus Stock Incentive Plan (the ~~"Plan"~~“2022 Plan”). The Plan enables the Company to provide additional incentives or awards to Employees, Directors and Consultants. The maximum aggregate number of shares which may be issued pursuant to all awards is ~~2,000,000~~100,000 shares. The 2022 Plan was amended on June 16, 2023 to increase the number of shares available for issuance to 1,600,000.

The 2022 Plan provides the Company the ability to grant 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-qualified stock options ~~('NQSOs"~~(“NQSOs”) and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. ~~As of~~ ~~September~~During the six months ended June 30, ~~2022~~,2023, the Company ~~had~~ ~~not~~issued ~~any~~100,000 restricted stock awards under ~~this plan.~~the plan, which vested immediately. There is no non-vested compensation expense as of June 30, 2023. Awards that are forfeited generally become available for grant under the 2022 Plan.

Stock-based compensation expense under the 2022 Plan for the three and six months ended June 30, 2023 was $82,122 and $258,923, respectively. There was no stock-based compensation expense under the 2022 Plan for the three and six months ended June 30, 2022.

2018 Omnibus Stock Incentive Plan

The 2018 Plan authorizing ~~1,000,000~~50,000 shares 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. At the 2019 ~~annual meeting,~~ Annual Meeting, the shareholders approved an additional ~~1,000,000~~50,000 shares of common stock to be issued under the 2018 Plan. On April 20, 2020, the board of directors approved an increase from ~~2,000,000~~100,000 to ~~4,000,000~~200,000 shares; at the annual shareholder meeting on June 20, 2020, the increase was approved by a majority of the shareholders. On At the annual shareholder meeting on June 11, 2021, a majority of the ~~Company held its annual meeting of~~ shareholders ~~and the board of directors~~ approved an increase from ~~4,000,000~~200,000 to ~~6,000,000 shares, the increase was approved by a majority of the shareholders.~~

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~300,000 shares.

~~NOTE~~ ~~11:~~ ~~STOCK-BASED PAYMENTS (Continued)~~

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-qualified stock options ('NQSOs")~~NQSOs and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. As of ~~September~~June 30, ~~2022~~~~, there were no~~2023, the Company had a remaining reserve of 222,339 shares of common stock ~~available to be issued~~ under the 2018 ~~Plan. Awards~~ Plan for outstanding grants. Since approval of the 2022 Plan, awards that are forfeited ~~generally~~no longer become available for grant under the 2018 Plan.

Stock-based compensation expense under the 2018 Plan for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$1,549,000~~$851,912 and ~~$4,751,000,~~$1,814,442, respectively. Stock-based compensation expense under the 2018 Plan for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~approximately $1,302,000~~$1,809,842 and ~~$2,598,000,~~$3,202,222, respectively.

During the first~~nine~~ ~~months~~ half of 2022,, unqualified and qualified options to purchase ~~2,166,056~~67,565 shares of common stock were granted to employees and vendors/consultants under the 2018 Plan with a grant date fair value of approximately ~~$6,162,000.~~$5,803,000. The options were valued using the Black-Scholes option pricing model with approximately a 6.1 year expected term, risk free interest rate of ~~2.2%~~1.8%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of ~~60.97%~~97.14%. These options vest over three years.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

During the first~~nine~~ ~~months~~ half of 2022,~~, 473,804~~ 19,764 restricted stock ~~units~~ were issued to certain personnel and outside consultants with a grant date fair value of approximately ~~$1,514,000.~~$1,406,000. These shares were valued by using the closing ~~price~~date of ~~Arcimoto’s~~the Company’s stock price on the date of the grant. ~~These~~The majority of awards ~~have various vesting terms, ranging from immediate vesting~~ to external consultants vest over a one ~~year.~~ to three-year period except for 2,964 of the awarded units, which vested immediately upon issuance.

No options were granted or restricted stock issued during the first half of 2023 under the 2018 Plan.

Total compensation cost related to non-vested ~~option~~ awards issued under the 2018 Plan not yet recognized as of ~~September~~June 30, ~~2022~~2023 was approximately ~~$9,087,000~~$3,518,861 and will be recognized on a straight-line basis through ~~1.93 years based on the respective vesting periods. Total compensation cost related to non-vested restricted stock awards issued under the~~ ~~2018~~ ~~Plan~~ ~~not~~ ~~yet recognized as of~~ ~~September 30, 2022~~ ~~was approximately $430,000 and will be recognized on a straight-line basis through 0.16 years~~July 2025 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or 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. ~~One million~~50,000 shares of common stock were authorized for issuance under the 2015 Plan. Since approval of the 2022 Plan, awards that are forfeited no longer become available for grant under the 2015 Plan. As of June 30, 2023, 25,688 shares of common stock were reserved for issuance pursuant to stock options that are outstanding.

~~Employee stock-based~~Stock-based compensation expense under the 2015 Plan for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~ ~~related to the~~ ~~2015~~ ~~Plan~~2023 was ~~approximately $1,234~~$469 and ~~$22,142,~~$1,675, respectively. ~~Employee stock-based~~Stock-based compensation expense under the 2015 Plan for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~ ~~related to the~~ ~~2015~~ ~~Plan~~2022 was ~~approximately $19,800~~$2,177 and ~~$61,800,~~$20,908, respectively.

~~Total~~There is no non-vested compensation ~~cost related to non-vested~~expense as June 30, 2023 as all awards ~~not~~ ~~yet recognized~~were fully vested as of ~~September 30, 2022~~ ~~was approximately $2,900. The amounts will be recognized on a straight-line basis through~~ May ~~2023~~ ~~based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option forfeitures.~~ 2023.

NOTE 12: COMMITMENTS AND CONTINGENCIES

Litigation

On ~~March 6, 2020,~~ the Company filed a complaint (“the Complaint”) against Ayro, Inc. (“Ayro”), accusing Ayro of patent infringement in Federal District Court for the Western District of Texas, Waco Division (Case ~~No.~~~~6:20~~~~-cv-~~~~00176~~~~-ADA) (“the Ayro Litigation”). In the Complaint, Arcimoto alleged that Ayro’s~~ ~~311~~~~two~~~~-seater electric vehicles infringe U.S. Patent~~ ~~8,985,255~~ ~~(the~~ ~~“255~~ ~~Patent”). The Complaint asked for monetary damages and enhanced damages due to willful infringement of the~~ ~~255~~ ~~Patent by Ayro. On~~ ~~March 27, 2020,~~ ~~Ayro answered the Complaint, denying liability and asserting counterclaims of noninfringement and patent invalidity. During the~~ ~~first~~ ~~quarter of~~ ~~2021,~~ ~~the parties reached an immaterial settlement and the case was subsequently dismissed.~~

~~The Company, Mark Frohnmayer and Douglas Campoli have been sued in~~ ~~two~~ ~~putative class actions in the United States District Court for the Eastern District of New York, Barnette v. Arcimoto, Inc. et al. (Case~~ ~~No.~~21~~-cv-~~~~02143~~ ~~filed on~~ ~~April 19, 2021)~~ ~~and Gibson v. Arcimoto, Inc. et al. (Case~~ ~~No.~~21~~-cv-~~~~02870~~ ~~filed on~~ ~~May 20, 2021).~~ ~~The putative class actions purported to be on behalf of all those who purchased the Company’s common stock between~~ ~~February 14, 2018~~ ~~and~~ ~~March 22, 2021.~~ ~~The allegations in the actions are based on the research report dated~~ ~~March 23, 2021~~ ~~produced by Bonitas Research, LLC, a short seller of the Company’s common stock. The Barnette and Gibson actions were consolidated as In re Arcimoto, Inc. Securities Litigation (Case~~ ~~No.~~21~~-cv-~~~~02143~~~~) on~~ ~~July 14, 2021,~~ ~~and a consolidated amended complaint was filed on~~ ~~September 20, 2021.~~ ~~Briefing on the defendants’ motion to dismiss the consolidated amended complaint was completed on~~ ~~March 11, 2022~~ ~~and the Court has~~ ~~not~~ ~~yet issued a decision.~~ No motion to certify a class has been filed at this time. The company believes it has substantial defenses to the claims asserted in this lawsuit and intends to vigorously defend this action. However, the Company cannot predict the outcome of these matters.

~~The Company is also a nominal defendant in~~ ~~two~~ ~~shareholder derivative lawsuits filed in the United States District Court for the Eastern District of New York, Liu v. Frohnmayer et al. (Case~~ ~~No.~~21~~-cv-~~~~03702~~ ~~filed on~~ ~~June 30, 2021)~~ ~~and Carranza v. Frohnmayer et al. (Case~~ ~~No.~~21~~-cv-~~~~03888~~ ~~filed on~~ ~~July 9, 2021),~~ ~~and a shareholder derivative lawsuit filed in the United States District Court for the District of Oregon, Laguerre v. Frohnmayer et al. (Case~~ ~~No.~~21~~-cv-~~~~00982~~ ~~filed on~~ ~~June 30, 2021)~~ ~~and Adams v. Frohnmayer et al. (Case~~ ~~No.~~22~~-cv-~~~~00800~~ ~~filed on~~ ~~June 1, 2022).~~ ~~Mark Frohnmayer, Douglas Campoli, Terry Becker, Nancy Calderon, Joshua Scherer, and Jesse Eisler are named as defendants in all~~ ~~four~~ shareholder derivative suits. Jeff Curl is named as a defendant in Laguerre, Liu and Adams. The allegations in the shareholder derivative lawsuits largely arise from the Bonitas report referenced above. The Liu and Carranza actions were consolidated on ~~August 4, 2021~~ ~~as In re Arcimoto, Inc. Derivative Litigation (Lead Case~~ ~~No.~~21~~-cv-~~~~03702~~). The derivative actions are all currently stayed. The Company believes it has substantial defenses to the claims asserted and intends to vigorously defend the actions. However, the Company cannot predict the outcome of these matters.

The Company possesses insurance coverage to cover the litigation expenses with a deductible of $1,500,000. The Company has an accounting policy to record an accrual of legal costs on the basis of an estimate of future legal costs. The amount of accrued litigation expenses at ~~September~~ ~~30,~~~~2022~~ ~~is approximately $1,151,000.~~

~~Additionally, from~~From time to time, wethe Company 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. The Company has an accounting policy to record an accrual of legal costs on the basis of an estimate of future legal costs. As of June 30, 2023, the Company had no accrual for future legal costs.

~~Table of Contents~~

~~ARCIMOTO, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE 13: RELATED PARTY TRANSACTIONS

Arcimoto may, from time to time, sell to its management and employees at a discounted price. Sales to such parties for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were not material. Also, from time to time, the Company may make certain purchases from an entity owned by the former Chief Operating Officer. During the first half of ~~2022,~~2023, the purchases were not material and the amount owed to the related party was zero at ~~September~~June 30, ~~2022.~~2023.

On May 26, 2023, the Company entered into a $500,000 promissory note with a director of the Company (the “Related Party Note”). The principal was due and payable in cash on the earlier of (a) June 25, 2023; or (b) the date the Company raises third-party capital in an amount equal to or in excess of the principal (“Maturity Date”) in either cash or, at the option of the holder, in the event the Arcimoto issues convertible promissory notes in an offering led, or participated, by Ducera Investments LLC (“Ducera”) to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties. On the Maturity Date, the Company will pay the holder a fixed interest amount of $75,000 in the Company’s common stock calculated based on the closing stock price on the Maturity Date.

The Related Party Note was amended on June 11, 2023. The amendment provided that if the promissory note becomes due because the Company raises third-party capital in an amount equal to or in excess of $500,000, the principal amount shall be paid 50% in cash and 50% in the Company’s common stock based on the closing stock price on the Maturity Date.

ARCIMOTO, INC.

CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

On June 12, 2023, the Company completed an equity offering raise in excess of $500,000. The Related Party Note matured in connection with the offering, as described above, and was partially repaid with $250,000 in cash. The remaining principal balance and interest are to be settled by the issuance of 201,863 shares of Common Stock, which have not yet been issued.

On April 25, 2022, the Company entered into a $4,500,000 convertible promissory note agreement with Ducera, ~~Investments LLC,~~ a related party because a partner at Ducera is also a member of the Company’s Board of ~~Directors at Arcimoto.~~Directors. Further disclosures are presented in Note 9 - Convertible Notes.

On ~~September 1, 2022,~~ ~~Arcimoto reimbursed Ducera Investments LLC approximately $67,000 for~~ ~~third~~ ~~party legal fees and expenses in conjunction with the issuance of the~~ ~~September 2022~~ ~~Note described in Note~~ 9 ~~- Convertible Notes.~~

NOTE 14: SEGMENT REPORTING

~~Segment~~

Arcimoto has three reportable segments that are identified based on its product lines and services: fun utility vehicles (“FUV”), rental and TMW. The FUV segment consists of the sale of its electric vehicle product lines while the rental ~~segment‘s~~segment’s operations involve generating revenue from the short-term rental of its electric vehicles via various channels or networks. The TMW segment, as discussed above, engages in the design, production, sales, and installation of a bolt on kit that converts a two wheeled motorcycle into a tilting three wheeled motorcycle.

The reportable segments were identified based on how the Chief Operations Decision Maker (“CODM”), which in the Company’s case, is the Chief Executive Officer (“CEO”), allocates resources to the various operations. The following tables disclose the financial information used by the CODM in allocating ~~Arcimoto’s~~the Company’s resources.

For the three months ended

September 30, 2022

September 30, 2021

FUV

Rental

TMW

Total

FUV

Rental

TMW

Total

Revenues
$ 1,675,428 145,470 203,307 2,024,205 $ 1,360,375 33,472 104,329 1,498,176

Operating Loss
(17,795,421 ) (636,466 ) (485,946 ) (18,917,833 ) (11,157,673 ) (73,114 ) (359,182 ) (11,589,969 )
Unrealized gain on convertible note fair value
(2,122,828 ) -
Interest expense, net
84,945 51,671
Other expense/(income)
83,749 (131,781 )
Net loss
(16,963,699 ) (11,509,859 )

For the nine months ended

September 30, 2022

September 30, 2021

FUV

Rental

TMW

Total

FUV

Rental

TMW

Total

Revenues
$ 3,205,783 211,786 756,210 4,173,779 $ 3,325,078 57,340 227,113 3,609,531

Operating Loss
(44,139,916 ) (1,576,960 ) (1,307,407 ) (47,024,283 ) (27,559,083 ) (49,246 ) (977,874 ) (28,586,203 )
Gain on forgiveness of PPP loan
- (1,078,482 )
Unrealized loss on convertible note fair value
22,712 -
Interest expense, net
258,851 151,246
Other expense/(income)
12,553 (221,214 )
Income tax expense/(benefit)
3,200 (2,938,698 )
Net loss
(47,321,599 ) (24,499,055 )
For the Three Months Ended
June 30, 2023 June 30, 2022
FUV Rental TMW Total FUV Rental TMW Total
Revenues $ 1,537,412 $ 65,793 $ 157,141 $ 1,760,346 $ 1,015,038 $ 53,818 $ 430,485 $ 1,499,341

Operating loss (6,904,608 ) (160,630 ) (222,530 ) (7,287,768 ) (14,352,646 ) (513,128 ) (311,594 ) (15,177,368 )
Financing costs 4,138,027 —
Unrealized loss on convertible note, mortgage loan and warrants 1,516,506 2,145,540
Interest expense, net 210,687 124,171
Other (income) expense, net 48,419 (45,937 )
Income tax (expense) (7,042 ) (3,200 )
Net loss $ (13,208,449 ) $ (17,404,342 )

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ARCIMOTO, INC.
CONDENSED CONSOLIDATED NOTES TO ~~CONDENSED~~ FINANCIAL STATEMENTS
(Unaudited)
For the Six Months Ended
June 30, 2023 June 30, 2022
FUV Rental TMW Total FUV Rental TMW Total
Revenues $ 2,635,663 $ 96,867 $ 381,344 $ 3,113,874 $ 1,530,355 $ 66,317 $ 552,902 $ 2,149,574

Operating loss (13,959,457 ) (433,272 ) (371,217 ) (14,763,946 ) (26,344,494 ) (940,494 ) (821,462 ) (28,106,450 )
Financing costs 5,243,824 —
Unrealized (gain) loss on convertible note, mortgage loan and warrants (3,169,138 ) 2,145,540
Interest expense, net 311,786 173,906
Loss on debt extinguishment 2,925,610 —
Other (income) expense, net 15,901 (71,196 )
Income tax (expense) (7,042 ) (3,200 )
Net loss $ (20,098,971 ) $ (30,357,900 )
NOTE 15: SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. There are two types of subsequent events: (1)(1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2)(2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued and up to the time of filing with the Securities and Exchange Commission. The discussions that follow reflect this evaluation.
On ~~September 29, 2022,~~ July 14, 2023, the Company ~~announced a restructuring plan~~signed an extension for the Mortgage Loan, which extended the maturity date by six months to reduce operation costs substantially and will focus on operations related to immediate revenue-generating programs which includes its main FUV product lines and its rental operations. The restructuring plan was implemented in ~~October 2022.~~ ~~In an effort to reduce such costs, the Company terminated a significant number of its employees on a company-wide basis and initiated a furlough program that is expected to last from~~ ~~four~~ ~~weeks to~~ ~~four~~ ~~months, depending on operational circumstances. The Company also ended certain significant contracts with its vendors. No severance costs were incurred as~~February 17, 2024. As a result of ~~these restructuring plans.~~
~~Subsequent to~~ ~~September~~ ~~30,~~~~2022,~~ ~~Arcimoto raised approximately $799,000 (net of offering costs) as of~~ ~~October~~ ~~14,~~~~2022~~ ~~through its Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (the “Agent”), pursuant to which~~the extension, the Company ~~may~~ ~~offer~~will pay a $300,000 facility fee and ~~sell, from time to time, through or to the Agent, as sales agent up to $100,000,000 of shares (“Shares”) of its common stock.~~an additional $600,000 fee.

On ~~November 11, 2022,~~ ~~Arcimoto's shareholders approved~~August 8, 2023, the ~~remaining $10,000,000~~Company signed two promissory notes totaling $660,000 at an original issue discount purchase price of $600,000. The principal of $660,000 is due on August 15, 2023. Prior to the maturity on August 15, 2023, the notes shall not bear interest. The noteholders have the right to convert any outstanding principal balance of the note, in whole or in part, into securities of the Company at a rate of 125% of the converted principal amount in connection with any new financing ~~with a~~ ~~third~~ ~~party investor through~~of the ~~SPA as disclosed~~Company.
If any event of default occurs, the full principal amount of the note shall become, at the payee’s election, immediately due and payable in ~~Note~~ 9 ~~- Convertible Notes. The shareholders also approved up to $50,000,000~~cash. Commencing 3 days after the occurrence of ~~financing through an equity line~~any event of ~~credit with certain restrictions with a~~ ~~third~~ ~~party investor. In addition,~~default that results in the ~~shareholders approved a reverse stock split within a range~~acceleration of 1~~-for-5 to~~ 1~~-for-20 that is expected~~the note, interest accrues at the rate of 18% per annum, or such lower maximum amount of interest permitted to be ~~completed by the end of the~~ ~~fourth~~ ~~quarter of~~ ~~2022~~ ~~and an increase in the number of authorized shares from 100,000,000 shares to 200,000,000 shares. On~~ ~~November 11, 2022,~~ ~~the Board of Directors approved a reverse stock split of~~ 1~~-for-~~~~20.~~ ~~See Note~~ 2 ~~- Summary of Significant Accounting Policies for further disclosures. This series of actions enable the Company to access additional funds for operational needs. The~~ 1~~-for-20 reverse stock split will decrease the number of outstanding shares and increase net loss per common share. Since the reverse stock split has~~ ~~not~~ ~~yet been consummated, the financial statements and footnotes presented have~~ ~~not~~ ~~yet been retroactively adjusted.~~
charged under applicable law.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking ~~statements” within the meaning of the Private Securities Litigation Reform Act of 1995.~~statements.” Forward-looking statements include, but are not limited to, statements that express our ~~strategies,~~ intentions, ~~financial projections,~~ beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements generally can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates”, or similar expressions. 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 difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ 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 file with the ~~United States Securities and Exchange Commission ("SEC").~~SEC. In addition, such statements could be affected by risks and uncertainties related to:

●
our ability to identify financing sources to fund our capital expenditure requirements and continue operations until sufficient cash flow can be generated from operations;

●
our ability to lower production costs to achieve cost-effective mass production, which we believe will be an important factor affecting adoption of the products;

●
our ability to effectively execute our business plan and growth strategy;

●
unforeseen or recurring operational problems at our facility, or a catastrophic loss of our manufacturing ~~facility, including the temporary closures of our facility that might be required as a result of the continuing COVID-19 pandemic;~~
facility;

●
our dependence on our suppliers, whose ability to supply us may be negatively ~~impacted by, among other things, the measures being implemented to address COVID-19;~~
impacted;

●
our ability to secure battery cells from a foreign sole sourced vendor in order to maintain production levels due to supply chain constraints;

●
changes in consumer demand for, and acceptance of, our products;

●
overall strength and stability of general economic conditions and ~~specifically~~ of the automotive industry more specifically, both in the United States and globally;

●
changes in U.S. and foreign trade policy, including the imposition of tariffs and the resulting consequences;

●
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 within projected timeframes given that a vehicle consists of several thousand unique items and we can only go as fast as the slowest item;

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●
our experience to date in manufacturing and our ability to manufacture increasing numbers of vehicles at the volumes that we need in order to meet our goals;

●
our reliance on as well as our ability to attract and retain key personnel;

●
changes in the price of oil and electricity;

●
changes in laws or regulations governing our business and operations;

●
our ability to maintain adequate liquidity and financing sources and an appropriate level of debt, if any, 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 maintain quality control over our vehicles and avoid material vehicle recalls;

●
our ability to manage the distribution channels for our products, including our ability to successfully implement our direct to consumer distribution strategy and any additional distribution strategies we may deem appropriate;

●
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 effect on earnings or losses;

●
interest rates and the credit markets;

●
costs and risks associated with litigation; and

●
other risks described from time to time in periodic and current reports that we file with the SEC.

The foregoing list does not contain all potential 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 reflect events or circumstances after the filing date of this report.

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Item 2. ~~Management~~’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 should be read together with our unaudited condensed financial statements and related notes included elsewhere in this report and in conjunction with the audited financial statements and notes thereto for the year ended December 31, ~~2021~~2022 included in the ~~Company~~’sCompany’s Annual Report on Form 10-K filed with the SEC on ~~March 31, 2022.~~April 14, 2023. The following discussion contains “~~forward-looking statements~~”“forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those set forth above. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “~~Cautionary~~“Cautionary Note Regarding Forward-Looking Statements.””
Overview

~~Overview~~
Arcimoto, Inc. (the “Company”~~, “We”, “Us”, or “Our”~~) was incorporated in the State of Oregon on November 21, 2007, with the mission to ~~catalyze the shift to~~create a right-sized, sustainable transportation system. ~~We build light,~~Recognizing that almost ninety percent of daily drives in the U.S. are ten miles or less, we have created and patented a three-wheeled electric ~~ultra-efficient~~vehicle platform that is one of the most efficient electric vehicles ~~that are incredibly fun to~~on the market. Featuring dual-motor front wheel drive and an optimized center of gravity for nimble and balanced rides, this vehicle platform provides a ~~reason. Put simply, our vision is~~102 city mile range on one charge, and has an ~~untouched planet and more livable cities.~~industry-leading miles per gallon of gasoline-equivalent of 173.7.

~~Today’s city~~On this platform, we currently manufacture a family of products targeting a wide range of everyday uses: the Fun Utility Vehicle® (“FUV®”) is ~~dominated by~~for daily driving, ridesharing and rental operations. The Modular Utility Vehicle (“MUV”) features a variety of configurations including: a box design with a storage capacity of 25 cubic feet that serves the ~~traditional four-wheeled vehicle. We pave almost~~last-mile delivery of food and goods, a Flatbed design that can serve commercial and logistic needs, and a pickup-with-rails design perfect for agricultural and outdoor jobs. The Company’s Rapid Responder® brings the speed and maneuverability of the platform to emergency services like fire and rescue, along with campus and event security.
Weighing less than half of most internal-combustion-engine vehicles, our ~~urban land~~platform provides instant torque for ~~these giant, multi-ton, extractive machines~~an exhilarating and fun ride unlike any other. With a top speed of 75 miles per hour our vehicle platform is freeway-ready, and its smaller footprint provides more parking options for easy maneuverability into compact spaces. While individual drivers will enjoy the cost-savings of an ultra-efficient electric vehicle, we believe companies that ~~we almost always drive alone or with just one other person and leave parked and rusting for most~~own fleets of ~~their useful lives.~~vehicles will also see the benefits of our vehicles.

The Company’s primary focus is on volume-production planning, and reaching sustainable profitability. On April 19, 2021, the Company purchased an approximately 220,000 square-foot facility to expand production capabilities. The Company produced its 1000th FUV in June 2023, and is executing on its growth strategy while working to secure additional financing.
At ~~Arcimoto,~~the Company, we believe that if we ~~rightsize,~~right-size, electrify, and better utilize our vehicles, we can reclaim our shared space, help clean our skies, and make cities more livable for us all.

We have developed a new, human-scale three-wheeled electric vehicle platform, featuring dual-motor front wheel drive, a battery pack sized to meet the range needs of the vast majority of typical trips, and an optimized center of gravity for a nimble, balanced driving experience. On this platform, we currently manufacture a family of products targeting a wide range of everyday uses: the Fun Utility Vehicle® (“FUV®”), for daily driving, rideshare and rental, the Deliverator for last-mile delivery of essential food and goods, the Rapid Responder® for emergency services and security, the Flatbed for general fleet utility, and the Roadster, a pure fun machine that drives like nothing else on the road.
~~The following table depicts our production, deployment and sales by quarter:~~

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

Q4 2020

Q1 2021

Q2 2021

Q3 2021

Q4 2021

Q1 2022

Q2 2022

Q3 2022

Overall

Finished Good Inventory
0 8 20 12 10 9 23 61 45 35 18 55 74
Deployed into rental
0 0 0 0 0 0 7 12 15 25 19 20 46 144
Deployed into fixed assets
0 2 1 7 0 11 7 4 15 28 0 4 11 90
Sales
2 44 27 11 31 28 60 31 64 37 24 41 74 474
Production
2 54 40 10 29 38 88 85 78 80 26 102 150 782
The Company’s primary focus is on volume production planning in order to push to sustainable profitability. On April 19, 2021, the Company purchased an approximately 220,000 square foot facility to expand production capabilities. The Company has continued to execute its growth strategy while securing additional financing.
Platform and Technologies

~~Arcimoto~~The Company is fundamentally a technology company. Its first decade was spent developing and refining 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 be parked three to a space while carrying two large adults comfortably, and is more efficient, by an order of magnitude, than today’s gas-powered cars. The Company has ~~secured~~secured 13 utility patents on various constituent technologies and vehicle platform architectures. ~~Arcimoto~~The Company has teamed with several companies to evaluate ~~Arcimoto’s~~the Company’s manufacturing processes and supply chain management in order to drive down costs and increase the volume of production of ~~Arcimoto~~the Company’s ultra-efficient electric vehicles. This project progressed significantly, primarily due to the purchase of a new production facility and additional capital manufacturing equipment, continued production ramp planning, and product architecture sourcing-selection across all major vehicle subsystems.

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Products

~~Arcimoto’s~~The Company’s vehicle products are based on the Arcimoto Platform, which includes the basic lower framed structure and certain key components of our vehicles. While intended to serve very different market segments, an estimated 90% of the constituent parts are the same between all products currently in production and development.

~~FUV~~FUV®®

~~Arcimoto’s~~The Company’s flagship product is the FUV. The FUV delivers a thrilling ride experience, exceptional maneuverability, comfort for two passengers with cargo, highly-efficient parking (three FUVs to a single parking space), and ultra-efficient operation, all at an affordable price. Over time, we anticipate offering the FUV with several option packages to meet the needs of a variety of customers.

We led with a consumer product because we are a consumer-first brand. We believe individuals should be able to choose more efficient, more affordable, and lighter-footprint mobility solutions, so that more of us can participate in the transition to a sustainable transportation future.

~~Deliverator~~Deliverator®®

Development of the Deliverator was officially announced on March 19, 2019 with the reveal of the first Deliverator prototype. The Deliverator is currently in production.

The Deliverator is a pure electric, last-mile delivery solution designed to more quickly, efficiently, and affordably get goods where they need to go. ~~We plan for the~~The Deliverator ~~to be customizable to~~can carry a wide array of products, from pizza, groceries, and cold goods to the 65 billion parcels delivered worldwide annually.

Arcimoto Flatbed
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The Arcimoto Flatbed prototype was introduced at the FUV & Friends Summer Showcase on July 26, 2021. Similar to the Deliverator, it eschews the rear seat, this time for a pickup-style flatbed instead of an enclosed cargo area. Retail sales of the flatbed are in limited production.
TRiO
In February 2021, the Company acquired Tilting Motor Works and is currently selling their TRiO motorcycle upgrade kit, which transforms a traditional two-wheeled motorcycle into a leaning three-wheeled motorcycle. In February 2022, the Company introduced a second vehicle platform prototype and the first product concept on that platform, a class 3 e-trike codenamed the Mean Lean Machine™ (“MLM”). Research and development on the MLM has been put on hold as part of our operating cost-cutting efforts. Sales of the TRiO kits continue.
Driverless Arcimoto

Our long-term goal is to offer the market one of the lowest cost, most efficient “last mile” human and goods shared transport solutions for the future road. We intend that our platform will provide a ready foundation for remote control and self-driving technology deployment and have begun to demonstrate that capability.

Equipped with Faction’s DriveLink™ and TeleAssist™ technologies, the completely driverless Faction D1 combines autonomy with remote human teleoperation. The driverless vehicle system retains the FUV platform’s capabilities of a 75 mph top speed and just over 100 miles of range while transporting up to 500 pounds of cargo.

Pilot projects are in current deployment with additional scale/sites being added.

Sales and Distribution Model

Arcimoto’s sales and distribution model is direct. Customers place vehicle orders on our website, and the vehicle product will be delivered directly to the end user via a common carrier or our own delivery fleet. The website ordering and vehicle configuration system is functional, with additional development planned to further automate the sales process.

We are also developing relationships with commercial fleet management companies to accelerate commercial sales.

On October 26, 2020, we announced a partnership with DHL to provide nationwide home delivery of the FUV. They are currently handling the bulk of our customer deliveries.

The Company is currently exploring additive sales channels, such as dealerships, for distribution in states where the direct sales model is currently prohibited or where strong powersports distributors exist. These channels, along with our direct-to-consumer model, could scale both service and sales in states where we currently do business.
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Rental Model

~~We plan to augment this~~The Company is augmenting the direct web purchase process with ~~experiential~~experience rental ~~operations~~ in key markets. This rental model gives prospective customers a direct experience with the physical product before ~~purchasing.~~purchasing, recovering some of the cost of the test drive with revenue generated by the rental. We opened our first Company-owned rental operations in San Diego, California and Eugene, Oregon in the second quarter of 2021. The first Company-owned rental center in Hawaii opened on August 20, 2022. During the fourth quarter of 2022 we opened a second Company-owned location in Kauai, Hawaii. Additional rental vehicles are available at revenue sharing partner operators across locations in Washington, Florida, California, and Oregon. We ~~entered into an agreement with the Graduate Hotel in Eugene, Oregon in the third quarter of 2021 to rent FUVs to hotel guests. We~~ have a revenue sharing agreement with GoCars in San Diego and Las Vegas, with additional locations opening in the ~~fourth quarter of 2022.~~ near future.

~~We plan~~Our current partner list includes Island Bike Shop, Adventure Center, Scoot Scoot Rentals and the New Experience Center at Royal Sonesta Kaua’i Resort Line.
Service
Arcimoto Service is provided by the Company or through third-party service providers. The Company has implemented a robust service training program to ~~open additional Arcimoto-owned~~certify all internal and ~~operated rental locations~~3rd party technicians. A service request to support@arcimoto.com will trigger dispatch and notification to mobile technicians. In 2022, the Company launched partnerships with B&H Electric in ~~favorable markets~~Pennsylvania and Midas in ~~the future, while also further developing partner rental operations, and aggressively pursuing new partners for those operations.~~
~~Service~~
~~We are pursuing three different 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 or a mobile technician. We intend for customers to request service either through the Arcimoto mobile app or by calling a 24-hour service number.
~~In-market partnership~~
~~We are currently reviewing potential service partners located in our key distribution regions. We have contracted with Agero Driver Assistance Services, Inc.~~Oahu to provide ~~our customers with roadside assistance. We are currently reviewing Agero’s network of pre-approved third-party~~ service ~~providers, as well as~~in those regions. Currently, in all other ~~third-party~~open states, service ~~providers, to perform service on~~is provided through Arcimoto ~~vehicles. We are currently selecting, training, and certifying providers as we expand.~~directly.

~~Rental facility service~~Vehicle Financing

We employ Arcimoto service technicians at some of our rental locations, depending on the dealer laws in the state. Customers near those rental locations are able to deliver their vehicle to that location for service needs.
~~Vehicle Financing~~
We have secured multiple partners nationwide to apply for consumer financing on our website. We have expanded financing options for customers to pursue personal financing to purchase our FUVs.

Management Opportunities, Challenges and Risks
Production, Sales Funnel and Order Backlog ~~etc.~~

~~We are~~The Company temporarily paused vehicle production on January 3, 2023 as the Company sought additional capital. After raising additional capital, the Company resumed production on February 12, 2023.
The Company is focused on ~~building our~~generating sales and rental revenue in the states where we have current rental operations ~~and~~and/or delivery options available for customers: California, Florida, Washington, Oregon, Nevada, Hawaii and Arizona. ~~Also, we plan to expand our business in other states as we scale our production. On October 20, 2022, Arcimoto announced that it~~The Company is now accepting ~~customer~~ orders from customers in New York, New Jersey, Pennsylvania, Maryland, Virginia, Georgia, and Washington D.C. While we expand geographical boundaries of our business operations, we also plan to expand and improve on the ~~customers'~~customers’ retail experiences by including additional rental partnerships and pop-up demo drive experiences through new Customer Experience Centers. We opened our Honolulu Experience Center on August 20, 2022. Our current conversion rate from our rental operations and demo drives on a year-to-date basis is approximately 6%. Approximately 20% of our sales orders during the third quarter of 2022 were derived from our rental operation leads. During the third quarter of 2022, we converted 5% of drives to order from our demo drives and rental volumes which increased by 111% quarter-over-quarter. We aimThe Company intends to increase our conversion rate for both our rental operations and demo drives through increased engagement at each step of our customer journey and grow our drive volume by expanding our geographical footprint through various channels. These various channels include, but are not limited to, our rental operations, pop-up demo centers in high traffic flagship markets, strategic events and shows throughout the country and identifying new markets and expanding our brand awareness.

At ~~September~~June 30, ~~2022,~~2023, the order backlog for our vehicles is ~~48.~~8, defined as a vehicle order with a customer deposit, likely configured and expecting delivery. The conversion rate from order backlog to actual sales is approximately ~~89%~~93%. During the ~~third quarter~~first half of ~~2022,~~2023, the volume of demo drives made by potential customers ~~is 2,603.~~
was 954.
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Currently, we are dependent on a single supplier for our battery cells. During the third quarter of 2022, our engineering team commenced a program to expand our options of battery cell types for module development. Upon development, regulatory testing will be conducted for compliance with government safety standards. We do not expect any challenges in regard to the certification process. We also expect that future battery cell technologies may have to be certified if these purchased cells have different specifications than what already has been certified.

We continue our efforts to drive down component and parts costs of Arcimoto ultra-efficient electric vehicles. To date, substantial progress has been made in identifying the cost targets for specific vehicle configuration based on current and anticipated supply chain conditions, cost reduction for manufacturing, lean manufacturing analysis, vehicle architecture sourcing-selection for all major subsystems and the technology roadmap for future vehicles and marketing roadmap.

We have conducted multiple pilot programs with various partners to add credence to the business case for a ~~light weight~~lightweight rapid response electric vehicle. Rapid responders have been well received under these pilot programs. We will continue to build Rapid Responders in low volume through the remainder of 2023, delivered to customers via specialized upfitters, to support commercial new pilot programs.

We have several ongoing Deliverator pilot programs with individuals, municipalities, and corporate fleets. We ~~have completed the first phase of tool-up for manufacture and production of the Deliverator, and we~~ will continue to build Deliverators in low volume through the remainder of ~~2022,~~2023, to support commercial new pilot programs.

~~Mean-Lean-Machine ("MLM")~~
We currently have received 1,206 pre-orders or $120,600 cash, net of cancellations for our MLM product line. The MLM is an electric three-wheeled bicycle that incorporates our tilting technology. Due to current unfavorable global macroeconomic environment, we have temporarily postponed operations of our MLM product line in order to conserve capital.
Trends in Cash Flow, Capital Expenditures and Operating Expenses

Our capital expenditures are typically difficult to project beyond the short term given the number and breadth of our core projects at any given time and may further be impacted by uncertainties in future market conditions. We ~~are simultaneously ramping new products in~~released the ~~Deliverator and Roadster, micro mobility,~~Arcimoto Flatbed during the second quarter of 2023, while ramping manufacturing facilities ~~in the new~~at our 10-acre campus and piloting the development and manufacture of new battery module technologies, and the pace of our capital spend may vary depending on overall priority among projects, the pace at which we meet milestones, production adjustments to and among our various products, increased capital efficiencies and the addition of new pr~~ojects.~~projects. We currently expect our capital expenditures to be between ~~$10,800,000~~$500,000 to ~~$11,500,000~~$1,000,000 in ~~2022. We had previously reported that we expected our capital expenditures to be between $35,000,000 and $40,000,000. However, subsequent to September 30,~~2023. During the fourth quarter of 2022, we initiated a series of strategic plans to conserve cash and focus on immediate revenue generating products in light of the global economic environment.

Our business has been consistently generating negative cash flow from ~~operations, some~~operations. Some of this is offset with better working capital management resulting in shorter days sales outstanding than days payable outstanding. We are also likely to see heightened levels of capital expenditures during certain periods depending on the specific pace of our capital-intensive projects and rising material prices and increasing supply chain and labor expenses resulting from changes in global trade ~~conditions and labor availability associated with the COVID-19 pandemic.~~conditions. Moreover, while our stock price was significantly elevated during parts of 2021, we saw higher levels of exercise of investor warrants and options from employee equity plans, which obligates us to deliver shares pursuant to the terms of those agreements. In the long run, we expect our ability to be self-funding to be achieved as we approach a sales volume of ~~approximately~~approximately 7,500 vehicles per year and as long as macroeconomic factors support growth in our sales, and engineering cost reductions and volume pricing improve materials cost. On November 11, 2022, our shareholders approved an agreement to obtain additional funding (with certain restrictions) in order to finance our operations and growth with a $50,000,000 equity line of credit. Due to the January 18, 2023 common stock and warrant offering, the Company is restricted from utilizing the equity line of credit ~~and~~or the Canaccord Genuity LLC at-the-market (“ATM”) facility for a ~~$10,000,000 senior secured convertible note.~~period of one year. The shareholders also approved a reverse stock split of the ~~Company's~~Company’s stock ~~within a range~~ of ~~1-for-5 to~~ 1-for-20 that ~~is expected to be~~was completed ~~by the end of the fourth quarter of~~on November 11, 2022. ~~Subsequent to the meeting, the Board of Directors approved a 1-for-20 reverse stock split.~~ These series of actions allow us to access funds from the capital markets which will be used to fund our operations in the foreseeable future. We also completed offerings of our Common Stock and warrants which resulted in proceeds of approximately $13,287,000 for the six months ended June 30, 2023, after deducting placement agent fees and offering expenses.

Operating expenses ~~increased~~decreased by ap~~proximately 70%~~approximately 48% or ~~$5,723,000~~$5,048,000 for the th~~ree~~three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021~~ 2022 and ~~63%,~~43% or ~~$13,193,000,~~$8,692,000 for t~~he nine~~the six months ended ~~September~~June 30, ~~2022~~,2023 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This ~~increase~~decrease was primarily due to, among other things, ~~increased sales and marketing costs and research and development (“R&D”) expenses. Sales and marketing expenses increased~~a reduction in workforce, as we ramped up our marketing efforts to achieve higher levels of sales growth. Research and development expenses increased as we pursued new and more efficient methods of production processes and continued to improve our technological design and development of our product lines. The numberthe number of employees ~~increased~~decreased by approximately ~~40%~~ 60%, f~~rom~~ ~~232 as of~~ ~~September 30, 2021, to~~ ~~325 employees~~from 289 as of ~~September~~June 30, 2022,. to 116 employees as of June 30, 2023. The ~~increased~~decrease in staff was ~~needed~~due to ~~build out all parts~~a company-wide restructuring program in the fourth quarter of ~~the Company for selling and servicing vehicles. However, as a result of macroeconomic conditions and~~2022 that was aimed at reducing overall overhead costs. We continue to ~~conserve cash, we initiated a series of restructuring activities~~monitor staffing levels in ~~October 2022 and temporarily scaled back our operations~~order to ~~focus on immediate revenue-generating activities.~~meet operational needs.

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Risks and Uncertainties

In the future, the Company may not have the capital resources necessary to further the development of existing and/or new products. In October 2022, we initiated a series of strategic restructuring plans in order to focus on our revenue-generating lines of business. These actions resulted in cancellations or postponements of material supplier contracts as well as a significant reduction in workforce in order to conserve cash that is prioritized for immediate revenue-generating activities.

Although we have taken strategic steps to improve our cost structure, our current cost structure, along with other factors including market penetration in the states we are currently doing business, does not allow us to achieve profitability. Although we are constantly trying to improve our cost structure and market penetration, we may not succeed to the point where we can achieve profitability consistently. Also, Arcimoto may not be able to reduce costs to the level necessary to unlock the market potential for our products.

We may, from time to time, be subject to recalls due to, among other things, software glitches and/or faulty parts which may require us to provide warranty repairs to our customers. These additional warranties may have a negative impact on our financial resources, which may in turn, negatively impact our financial results.

New Accounting Pronouncements

For a description of new accounting pronouncements, please refer to the “Summary of Significant Accounting Policies” in Note 2 to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K filed with the SEC on ~~March 31, 2022.~~April 14, 2023.

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Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with United States Generally Accepted Accounting Principles ("(“U.S. ~~GAAP"~~GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect 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 differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. See Note 2 to our Condensed Financial Statements under Part I, Item I of this Quarterly Report on Form 10-Q.

Inventory

Inventory is stated at the lower of cost (using the first-in, first-out method (“FIFO”)) or net realizable value. We expense all labor and overhead costs as we are currently selling vehicles below the base cost of a finished unit. As such, our inventory costs consist mainly of material costs. Due to external economic conditions, including supply chain issues and inflation, among other things, such costs may fluctuate significantly over time and affect our results of operations. ~~There had been no significant fluctuations in costs of the materials used in our inventory during the first nine months of 2022.~~

Convertible Notes, Mortgage Loan and Warrants

We have elected the fair value option under ASC 825-10-25 to account for ~~both~~ the $4,500,000 and $10,000,000 convertible ~~notes.~~notes, as well as the mortgage loan and warrants. We have utilized a binomial lattice methodology in estimating the fair ~~values.~~values of the convertible notes. The ~~notes'~~mortgage loan fair value ~~measurement is~~was estimated using a discounted cash flow model. The warrant fair values were estimated using a Black Scholes model. The fair value measurements are classified as Level 2 under the fair value hierarchy as provided by ASC 820, ~~"Fair~~“Fair Value ~~Measurement"~~Measurement”. The fair valuation of these convertible notes, ~~uses~~mortgage loan and warrants use inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value of the convertible notes and warrants are recorded as unrealized gain/loss on ~~convertible notes'~~changes in’ fair value in the Condensed Consolidated Statements of Operations.

Results of Operations
Three Months Ended ~~September~~June 30, ~~2022~~2023 versus Three Months Ended ~~September~~June 30, ~~2021~~2022

The following table summarizes the Company’s results of operations:

Three Months Ended

September 30,

Change

2022

2021

Dollars

Percentage

Revenue
$ 2,024,205 $ 1,498,176 $ 526,029 35 %
Cost of goods sold
6,987,035 4,856,331 2,130,704 44 %
Gross loss
(4,962,830 ) (3,358,155 ) (1,604,675 ) 48 %

Operating expenses:

Research and development
6,521,379 3,186,469 3,334,910 105 %
Sales and marketing
3,321,862 1,983,738 1,338,124 67 %
General and administrative
4,099,354 3,061,607 1,037,747 34 %
Loss on asset disposal
12,408 — 12,408 N/A
Total operating expenses
13,955,003 8,231,814 5,723,189 70 %

Loss from operations
(18,917,833 ) (11,589,969 ) (7,327,864 ) 63 %

Other (income) expense:

Unrealized gain on convertible note fair value
(2,122,828 ) — (2,122,828 ) NA
Interest expense
84,945 51,671 33,274 64 %
Other expense/(income)
83,749 (131,781 ) 215,530 (164 )%

Net loss
$ (16,963,699 ) $ (11,509,859 ) $ (5,453,840 ) 47 %

Three Months Ended
June 30, Change
2023 2022 Dollars Percentage
Revenue $ 1,760,346 $ 1,499,341 $ 261,005 17 %
Cost of goods sold 3,523,909 6,104,337 (2,580,428 ) (42 )%
Gross loss (1,763,563 ) (4,604,996 ) 2,841,433 (62 )%

Operating expenses:
Research and development 1,537,695 3,716,431 (2,178,736 ) (59 )%
Sales and marketing 1,486,376 3,070,280 (1,583,904 ) (52 )%
General and administrative 2,503,284 3,785,661 (1,282,377 ) (34 )%
Loss on sale of asset (3,150 ) — (3,150 ) N/A
Total operating expenses 5,524,205 10,572,372 5,048,167 (48 )%

Loss from operations (7,287,768 ) (15,177,368 ) 7,889,600 (52 )%

Other (income) expense:
Financing costs 4,138,027 — 4,138,027 N/A
Unrealized loss on convertible notes, mortgage loan and warrants fair value 1,516,506 2,145,540 (629,034 ) (29 )%
Interest expense 210,687 124,171 86,516 70 %
Other (income) expense, net 48,419 (45,937 ) 94,356 (205 )%
Total other (income) expense 5,913,639 2,223,774 (3,689,865 ) 166 %

Loss before income tax expense (13,201,407 ) (17,401,142 ) 4,199,735 (24 )%
Income tax expense (7,042 ) (3,200 ) (3,842 ) 120 %
Net Loss $ (13,208,449 ) $ (17,404,342 ) $ 4,195,893 (24 )%

Revenues

Total revenue increased approximately ~~$526,000~~$261,000 or ~~35%~~17% for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period last year. The increase was primarily due to having sold 23 more vehicles (both new and used) and an increase in ~~the number of FUV units sold and a slight increase in average sales price for the quarter. TMW~~outside services revenue ~~and rental revenue also increased. These increases were due~~which relates to the ~~ramp up~~fabrication of ~~our marketing and sales activities.~~service parts for a customer using the Company’s manufacturing equipment.

WeThe Company had approximately ~~$2,024,000~~$1,760,000 in revenue, comprising approximately ~~$1,675,000~~$1,537,000 in revenue, net ~~revenue~~of discounts, from the sales of our vehicles and related products and accessories, approximately ~~$203,000~~$157,000 in TMW net revenue and approximately ~~$145,000~~$66,000 in net revenue from rental operations during the three months ended ~~September~~June 30, ~~2022.~~2023. We had approximately ~~$1,498,000~~$1,499,000 in revenue, comprising approximately ~~$1,360,000~~$1,015,000 in net revenue from the sales of our vehicles, approximately ~~$104,000~~$430,000 in TMW net revenue and approximately ~~$33,000~~$54,000 in net revenue from ~~our~~ rental ~~operation~~operations during the three months ended ~~September~~June 30, ~~2021.~~2022.

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Cost of Goods Sold ~~("COGS"~~(“COGS”)

Cost of goods sold ~~increased~~decreased by approximately ~~$2,131,000~~$2,580,000 or ~~44%~~42%, primarily driven by ~~higher~~the reduction in workforce and decreases in certain manufacturing-related materials, ~~cost due~~as we scaled purchasing to increased production and rising costs due to global supply chain issues, higher payroll costs due to additional hiring and company-wide cost of living payroll increases and higher manufacturing overhead as a result of ramping up our production operations and higher TMW COGS and higher rental operations COGS as a result of higher TMW revenues and higher rental revenue, respectively, and to a lesser extent, higher purchase price variance and warranty costs, partially offset by a slightly lower inventory loss and obsolescence.match demand.

WeThe Company had approximately ~~$6,987,000~~$3,524,000 in COGS, comprising approximately ~~$1,667,000~~$1,836,000 in manufacturing labor and overhead, $1,275,000 for FUV material and freight costs from the sale of our vehicles, ~~$250,000~~$183,000 related to our rental operations, ~~$179,000~~$118,000 related to TMW, ~~$202,000~~$203,000 in warranty costs, ~~$401,000~~and $(91,000) from a favorable adjustment in the reserve and adjustments to inventory for purchase price variance and scrap during the three months ended June 30, 2023. Included in the manufacturing, labor and overhead costs are payroll and employee-related costs of approximately $773,000 while the remaining costs consist of consulting services, freight, and depreciation, among other things.
The Company had approximately $6,104,000 in COGS, comprising approximately $4,024,000 in manufacturing, labor, and overhead, $999,000 for FUV material and freight costs from the sale of our vehicles, $151,000 related to our rental operations, $316,000 related to TMW, $130,000 in warranty costs, and $486,000 from an adjustment to inventory for purchase price variance ~~obsolescence~~ and scrap, ~~and approximately $4,289,000 in manufacturing, labor, and overhead,~~ during the three months ended ~~September~~June 30, 2022. Included in the manufacturing, labor and overhead costs are payroll and employee-related costs of ~~$2,340,000~~$2,192,000 while the remaining costs consist of consulting services, freight, and depreciation, among other things.

~~We had approximately $4,856,000 in COGS, comprising approximately $1,360,000 for FUV material costs from the sale of our vehicles, $168,000 in warranty reserves, $69,000 in TMW COGS~~Operating Expenses
Research and ~~$446,000 in other material-related costs and approximately $2,817,000 in manufacturing, labor, and overhead,~~Development (“R&D”) Expenses
R&D expenses decreased by $2,179,000 or 59% during the three months ended ~~September~~June 30, ~~2021.~~
~~Operating Expenses~~
~~Research and Development (~~“~~R&D~~”~~) Expenses~~
~~R&D expenses increased by $3,335,000 or 105% during the three months ended September 30, 2022~~2023 as compared to the same period last year primarily due to ~~higher costs incurred~~the reduction in ~~developing and/or improving new technology~~workforce, a corresponding reduction in ~~connection with our product lines~~stock-based compensation relating from fewer employees, and ~~also designing production processes~~a 58% reduction in ~~anticipation of future increases in production volume. The increase was due to higher~~ consulting ~~services and payroll costs as a result of additional hiring and cost of living payroll increases.~~services. R&D expenses for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were approximately ~~$6,521,000~~$1,538,000 and ~~$3,186,000,~~$3,716,000, respectively.

Sales and Marketing (“(“S&M”&M”) Expenses

S&M expenses for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were approximately ~~$3,322,000~~$1,486,000 and ~~$1,984,000,~~$3,070,000, respectively. The primary reasons for the ~~increase~~decrease in ~~sales and marketing~~S&M expenses during the three months ended ~~September~~June 30, ~~2022~~2023 of approximately ~~$1,338,000,~~$1,584,000, or ~~67%~~52%, as compared to the prior period were ~~increased costs related to~~ the ~~expansion of the sales~~reduction in workforce, a corresponding reduction in stock-based compensation resulting from fewer employees, and marketing department and higher activities to market our product lines via various forms ofcustomer communications. As markets opened up after the COVID-19 pandemic, we have expanded into new markets, conducted road shows and incurred expenses to increase our brand awareness. We have hired key sales and marketing personnel to support our sales growth strategy which increased our payroll and employee-related costs. The higher levels of marketing activities resulteda 27% reduction in ~~higher travel and marketing costs. The increase in marketing activities have allowed us to increase our presence in additional states.~~advertising expenses.

General and Administrative (“(“G&A”&A”) Expenses

G&A expenses consist primarily of personnel and facilities costs related to executives, finance, human resources, information technology, as well as legal fees for professional and contract services. G&A expenses for the three months ended ~~September~~June 30, ~~2022~~2023 were approximately ~~$4,099,000~~$2,503,000 as compared to approximately ~~$3,062,000~~$3,786,000 for the same period last year, representing an ~~increase~~decrease of approximately ~~$1,038,000,~~$1,282,000, or 34%. The ~~increase~~decrease was primarily due to, among other things, ~~higher payroll~~the reduction in workforce, the corresponding reduction in stock-based compensation resulting from fewer employees and ~~payroll-related costs as~~ a result of cost of living payroll increases and additional employees needed to support anticipated business growth, higher consulting costs to support our technology infrastructure, higher insurance costs from higher business activities, higher47% reduction in legal ~~costs, partially offset by lower accounting and professional fees.~~fees associated with a case that was dismissed in 2022.
Financing Costs

~~Loss on Disposal of Asset~~
We recorded financing costs of approximately ~~$12,000 loss on disposal~~$4,138,000 for the three months ended June 30, 2023 comprised of ~~one FUV unit from our FUV fleet.~~$3,767,000 related to the excess of the issuance date fair value of the warrants and Common Stock issued in June 2023 over the cash proceeds received, and $371,000 of offering costs for liability classified warrants.

Unrealized Gain on Convertible Note, Mortgage Loan and Warrants

We recorded an unrealized ~~gain~~loss of ~~$2,123,000~~approximately $1,517,000 for the three months ended June 30, 2023, as a result of the mark-to-market to fair value for our convertible notes, mortgage loan and warrant liabilities in accordance with the election of the fair value option under ASC 825-10. For the three months ended June 30, 2022, we recorded an unrealized loss of approximately $2,145,540 as a result of the mark-to-market to fair value for our convertible notes in accordance with the election of the fair value option under ASC ~~825-10 and the bifurcated warrants issued in conjunction with our $10,000,000 convertible note.~~825-10.

Interest Expense

Interest expense for the three months ended ~~September~~June 30, ~~2022~~2023 was approximately $~~85,000~~,$211,000, as compared to $~~52,000~~$124,000 during the three months ended ~~September~~June 30, ~~2021~~.2022. The increase in interest expense was ~~primarily~~ due to ~~higher debt incurred in 2022.~~a $74,000 payment made to an equipment vendor for interest on an outstanding payable balance, and $75,000 for interest on the notes payable - related party.

Other ~~Expense/(Income)~~ (income) expense, net

Other (income) expense, ~~was approximately $84,000~~net for the three months ended ~~September~~June 30, ~~2022.~~ ~~Other Income~~2023 was approximately ~~$132,000 for~~$48,000, as compared to $(46,000) during the three months ended ~~September~~June 30, ~~2021. Other~~2022. The increase in expense ~~increased by approximately $216,000 primarily~~was due to ~~debt issuance costs related~~a purchase order cancellation charge paid to ~~our $10,000,000 convertible note issued during the third quarter of 2022.~~a vendor.

Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022

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~~Table of Contents~~
~~Nine Months Ended September 30, 2022 versus Nine Months Ended September 30, 2021~~
The following table summarizes the Company’s results of operations:

Nine Months Ended

September 30,

Change

2022

2021

Dollars

Percentage

Revenue
$ 4,173,779 $ 3,609,531 564,248 16 %
Cost of goods sold
17,138,644 11,329,143 5,809,501 51 %
Gross loss
(12,964,865 ) (7,719,612 ) (5,245,253 ) 68 %

Operating expenses:

Research and development
14,144,395 8,256,980 5,887,415 71 %
Sales and marketing
9,318,647 4,537,816 4,780,831 105 %
General and administrative
10,583,968 8,071,795 2,512,173 31 %
Loss on asset disposal
12,408 — 12,408 N/A
Total operating expenses
34,059,418 20,866,591 13,192,827 63 %

Loss from operations
(47,024,283 ) (28,586,203 ) (18,438,080 ) 64 %

Other (income) expense:

Gain on forgiveness of PPP loan
— (1,078,482 ) 1,078,482 (100 )%
Unrealized loss on convertible note fair value
22,712 — 22,712 NA
Interest expense
258,851 151,246 107,605 71 %
Other expense/(income)
12,553 (221,214 ) 233,767 (106 )%

Loss before income tax benefit
(47,318,399 ) (27,437,753 ) (19,880,646 ) 72 %

Income tax (expense) benefit
(3,200 ) 2,938,698 (2,941,898 ) (100 )%

Net loss
$ (47,321,599 ) $ (24,499,055 ) $ (22,822,544 ) 93 %
Six Months Ended
June 30, Change
2023 2022 Dollars Percentage
Revenue $ 3,113,874 $ 2,149,574 $ 964,300 45 %
Cost of goods sold 6,465,739 10,151,609 (3,685,870 ) (36 )%
Gross loss (3,351,865 ) (8,002,035 ) 4,650,170 (58 )%

Operating expenses:
Research and development 2,553,468 7,623,016 (5,069,548 ) (67 )%
Sales and marketing 2,920,918 5,996,785 (3,075,867 ) (51 )%
General and administrative 5,715,954 6,484,614 (768,660 ) (12 )%
Loss on sale of asset 221,741 — 221,741 N/A
Total operating expenses 11,412,081 20,104,415 8,692,334 (43 )%

Loss from operations (14,763,946 ) (28,106,450 ) 13,342,504 (47 )%

Other (income) expense:
Financing costs 5,243,824 — 5,243,824 N/A
Unrealized (gain) loss on convertible notes, mortgage loan and warrants fair value (3,169,138 ) 2,145,540 (5,314,678 ) (248 )%
Loss on debt extinguishment 2,925,610 — 2,925,610 N/A
Interest expense 311,786 173,906 137,880 79 %
Other (income) expense, net 15,901 (71,196 ) 87,097 (122 )%
Total other (income) expense 5,327,983 2,248,250 (3,079,733 ) 137 %

Loss before income tax expense (20,091,929 ) (30,354,700 ) 10,262,771 (34 )%
Income tax expense (7,042 ) (3,200 ) (3,842 ) 120 %
Net Loss $ (20,098,971 ) $ (30,357,900 ) $ 10,258,929 (34 )%

Revenues

Total revenue increased by approximately ~~$564,000~~$964,000 or ~~16%~~45% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period last year. The increase was primarily due to having sold 37 more vehicles (both new and used) and an increase ~~TMW~~in outside services revenue ~~and rental revenue, partially offset by~~which relates to the fabrication of service parts for a ~~decline in our FUV sales as we temporarily ceased production in~~customer using the first quarter of 2022 in order to move into our new production facilities in anticipation of future production growth. During the first quarter of 2022, we also conducted tests on two of our battery cells for regulatory compliance purposes. TMW was acquired during the first quarter of 2021 and therefore, TMW revenues for the nine months ended September 30, 2021 were from the time of acquisition till September 30, 2021.Company’s manufacturing equipment.

WeThe Company had approximately ~~$4,174,000~~$3,114,000 in revenue, net of discounts, comprising approximately ~~$3,206,000~~$2,636,000 in net revenue from the sales of our vehicles and related products and accessories, approximately ~~$756,000~~$381,000 in TMW net revenue and approximately ~~$212,000~~$97,000 in net revenue from rental operations during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. We had approximately ~~$3,610,000~~$2,150,000 in revenue, comprising approximately ~~$3,325,000~~$1,530,000 in net revenue from the sales of our vehicles, ~~and related products and accessories,~~ approximately ~~$227,000~~$553,000 in TMW net revenue and approximately ~~$57,000~~$67,000 in net revenue from rental operations during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

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~~Table of Contents~~
Cost of Goods Sold (“COGS”)

Cost of goods sold ~~increased~~decreased by approximately ~~$5,810,000~~$3,686,000 or ~~51%~~36%, primarily driven by ~~higher payroll~~the reduction in workforce, the corresponding reduction in stock-based compensation resulting from fewer employees, and an 84% and 87% reduction in freight and consumable costs, due to additional hiring and company-wide cost of living payroll increases and higher manufacturing overhead as a result of ramping up our production operations and higher inventory losses due to purchase price variance, higher freight charges as a result of macroeconomic factors related to transportation costs, higher TMW and rental COGS due to increased activity compared to the same period last year. As noted above, TMW was acquired during the first quarter of 2021 and as such, the results of operations for TMW did not fully reflect nine months of operations in 2021.respectively.

WeThe Company had approximately ~~$17,139,000~~$6,466,000 in COGS, comprising approximately ~~$3,158,000~~$3,456,000 in manufacturing, labor and overhead, $2,126,000 for FUV material and freight costs from the sale of our vehicles, ~~$536,000~~$399,000 related to our rental operations, ~~$586,000~~$267,000 related to TMW, ~~$402,000~~$335,000 in warranty costs. Also included was $(117,000) from a favorable adjustment to the inventory reserve, as the gap between the average selling price and the material cost of our FUVs narrowed to just $205, and adjustments to inventory for purchase price variance and scrap during the six months ended June 30, 2023. Included in the manufacturing, labor and overhead costs are payroll and employee-related costs of approximately $1,457,000 while the remaining costs consist of consulting services, freight, and depreciation, among other things.
The Company had approximately $10,152,000 in COGS, comprising approximately $7,073,000 in manufacturing, labor, and overhead, $1,492,000 for FUV material and freight costs from the sale of our vehicles, $287,000 related to our rental operations, $407,000 related to TMW, $200,000 in warranty costs, ~~$1,094,000~~and $692,000 from an adjustment to inventory for purchase price variance ~~obsolescence~~ and scrap, ~~and approximately $11,362,000 in manufacturing, labor, and overhead,~~ during the ~~nine~~six months ended ~~September~~June 30, 2022. Included in the manufacturing, labor and overhead costs are payroll and employee-related costs of ~~$6,524,000~~$3,034,000 while the remaining costs consist of consulting services, freight, and depreciation, among other things.

We had approximately $11,329,000 in COGS, comprising approximately $5,093,000 for FUV material and freight costs from the sale of our vehicles, $163,000 related to TMW, $405,000 in warranty costs, $475,000 from an adjustment to inventory for purchase price variance and scrap and other costs, and approximately $5,193,000 in manufacturing, labor, and overhead, during the nine months ended September 30, 2021.
Operating Expenses

Research and Development (“(“R&D”&D”) Expenses

R&D expenses ~~increased~~decreased by ~~$5,887,000~~$5,070,000 or ~~71%~~67% during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, as compared to the same period last year primarily due to ~~higher costs incurred~~the reduction in ~~developing and/or improving new technology~~workforce, the corresponding reduction in ~~connection with our product lines~~stock-based compensation resulting from fewer employees, and ~~also designing production processes~~a 78% reduction in ~~anticipation of future increases in production volume. The increase was due to higher~~ consulting ~~services and payroll costs as a result of additional hiring and cost of living payroll increases.~~services. R&D expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were approximately ~~$14,144,000~~$2,553,000 and ~~$8,257,000,~~$7,623,000, respectively.

Sales and Marketing (“(“S&M”&M”) Expenses

S&M expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were approximately ~~$9,319,000~~$2,921,000 and ~~$4,538,000,~~$5,997,000, respectively. The primary reasons for the ~~increase~~decrease in ~~sales and marketing~~S&M expenses during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 of approximately ~~$4,781,000,~~$3,076,000, or ~~105%~~51%, as compared to the prior period ~~was increased costs related to~~were the ~~expansion of~~reduction in workforce, the ~~sales~~corresponding reduction in stock-based compensation resulting from fewer employees, and marketing department and higher activities to market our product lines via various forms ofcustomer communications. As markets opened up after the COVID-19 pandemic, we have expanded into new markets, conducted road shows and incurred expenses to increase our brand awareness. We have hired key sales and marketing personnel to support our sales growth strategy which increased our payroll and employee-related costs. The higher levels of marketing activities resulteda 52% reduction in ~~higher travel and marketing costs.~~advertising expenses.

General and Administrative (“(“G&A”&A”) Expenses

G&A expenses consist primarily of personnel and facilities costs related to executives, finance, human resources, information technology, as well as legal fees for professional and contract services. G&A expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were approximately ~~$10,584,000~~$5,716,000 as compared to approximately ~~$8,072,000~~$6,485,000 for the same period last year, representing ~~an increase~~a decrease of approximately ~~$2,512,000,~~$769,000, or ~~31%~~12%. The ~~increase~~decrease was primarily due to, among other things, ~~higher payroll~~the reduction in workforce, the corresponding reduction in stock-based compensation resulting from fewer employees, an 88% reduction in lobbying costs, and ~~payroll-related costs as~~ a result of cost of living payroll increases and additional employees needed to support anticipated business growth, higher consulting costs to support our technology infrastructure, higher insurance costs from higher business activities, partially offset by lower47% reduction in legal ~~accounting and professional fees.~~fees associated with a case that was dismissed in 2022.

Financing Costs

~~Loss on Disposal of Asset~~
We recorded ~~approximately $12,000 loss on disposal of one FUV unit from our FUV fleet.~~
27

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~~Gain on forgiveness of PPP Loan~~
~~On May 5, 2020, the Company received a Paycheck Protection Program (“PPP”) loan in the amount~~financing costs of approximately ~~$1,069,000, referred~~$5,244,000 for the six months ended June 30, 2023, consisting of $600,000 related to the loan fee on the ~~balance sheet as Note payable~~Mortgage Loan, $3,767,000 related to ~~bank. The loan has an interest rate of 1% and monthly payments of approximately $60,000 for 18 months beginning December 5, 2020. This loan is eligible for~~ the ~~limited loan forgiveness provisions of Section 1102~~excess of the ~~CARES Act, and the SBA Interim Final Rule dated April 2, 2020. On April 27, 2021 all~~issuance date fair value of the ~~outstanding principal~~warrants and ~~interest~~Common Stock issued in June 2023 over the cash proceeds received, and $877,000 of ~~approximately $1,069,000 and $10,000, respectively, were forgiven as of June 30, 2021. No such transaction took place in 2022.~~offering costs for liability classified warrants.
Unrealized Gain on Convertible Note, Mortgage Loan and Warrants

We recorded an unrealized gain of approximately $3,169,000 during the six months ended June 30, 2023 as compared to approximately $(2,146,000) of unrealized loss ~~of $23,000~~for the same period last year, as a result of the mark-to-market to fair value for our convertible notes, mortgage loan and warrant liabilities in accordance with the election of the fair value option under ASC ~~825-10 and~~825-10.
Loss on debt extinguishment
Loss on debt extinguishment for the ~~bifurcated warrants issued in conjunction with our $10,000,000 convertible note.~~six months ended June 30, 2023 was approximately $2,926,000 related to the extinguishment of the September 2022 Convertible Note.

Interest Expense
Interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was approximately ~~$259,000,~~$312,000, as compared to ~~$151,000~~$174,000 during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~ 2022. The increase in interest expense was ~~primarily~~related to the $74,000 payment made to a capital equipment vendor for interest on an outstanding payable balance, and $75,000 for interest on the notes payable - related party.
Other (income) expense, net
Other (income) expense, net for the six months ended June 30, 2023 was approximately $(16,000), as compared to $71,000 during the six months ended June 30, 2022. The increase in expense was due to ~~higher debt incurred in 2022.~~a purchase order cancellation charge paid to a vendor.

~~Other Income~~
~~Other expense was approximately $13,000~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~ ~~and other income was approximately $221,000 for the~~ ~~nine months ended September 30, 2021.Other expense increased by approximately $234,000 primarily due to debt issuance costs related to our $10,000,000 convertible note issued during the third quarter of 2022.~~
Liquidity and Capital Resources

Cash Flows from Operating Activities

Our cash flows from operating activities are significantly affected by our cash outflows to support the growth of our business in areas such as R&D, ~~sales and marketing~~S&M and G&A expenses. Our operating cash flows are also affected by our working capital needs to support personnel related expenditures, accounts payable, inventory purchases and other current assets and liabilities.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 cash used in operating activities was approximately ~~$40,864,000,~~$10,153,000, which included a net loss of approximately ~~$47,322,000,~~$20,099,000, non-cash charges of ~~$8,628,000~~$9,472,000 and changes in net working capital and other items that contributed to cash and cash equivalent reduction of approximately ~~$2,170,000.~~$474,000. Our net loss was primarily due to, among other things, sales volume not currently commensurate to operating expenses.
During the six months ended June 30, 2022 cash used in operating activities was approximately $26,105,000, which included a net loss of approximately $30,358,000, non-cash charges of $7,753,000 and changes in net working capital and other items that contributed to cash and cash equivalent reduction of approximately $3,500,000. Our net loss was primarily due to, among other things, (1) a decrease in revenue compared to the same period last year as we temporarily ceased production to move into our new production facilities, (2) spending on R&D expenditures to develop and improve new technology in connection with our product lines and new designs of our production processes in anticipation of future increases in production volume, and ~~(2)~~(3) spending on S&M expenses as we increased our sales force in order to ramp up our marketing efforts and activities to increase our brand awareness and conduct road shows. Our inventory increased in anticipation of future sales and production growth while our accounts payable increased, primarily due to timing.

28

~~Table of Contents~~

~~During~~On August 8, 2023, the ~~nine months ended September 30, 2021, cash used~~Company signed two promissory notes totaling $660,000 at an original issue discount purchase price of $600,000. The principal of $660,000 is due on August 15, 2023. Prior to the maturity on August 15, 2023, the notes shall not bear interest. The noteholders have the right to convert any outstanding principal balance of the note, in ~~operating activities was approximately $25,354,000, which included~~whole or in part, into securities of the Company at a ~~net loss~~rate of ~~approximately $24,499,000, non-cash charges~~125% of ~~approximately $284,000,~~the converted principal amount in connection with any new financing of the Company.
If any event of default occurs, the full principal amount of the note shall become, at the payee’s election, immediately due and ~~changes~~payable in ~~net working capital items~~cash. Commencing 3 days after the occurrence of ~~approximately $1,139,000.~~any event of default that results in the acceleration of the note, interest accrues at the rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

Cash Flows from Investing Activities

Cash flows from investing activities primarily relate to the capital expenditures to support our growth in operations, including investments in manufacturing equipment and tooling. During the ~~nine~~six months ended ~~September~~June 30, 2023 we received a refund of approximately $455,000 from the return of property and equipment.
During the six months ended June 30, 2023 and 2022, we paid approximately ~~$9,372,000~~$327,000 and $5,608,000, respectively, to purchase property and equipment in anticipation of our future production growth.
During the nine months ended September 30, 2021, we paid approximately $14,839,000 to purchase property and equipment, approximately $24,000 for security deposits, and $1,754,000 as part of the TMW acquisition.
Cash Flows from Financing Activities

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, net cash provided by financing activities was approximately ~~$37,484,000,~~$10,922,000 compared to net cash provided by financing activities of approximately ~~$35,497,000~~$19,755,000 during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Cash flows provided by financing activities during the ~~nine~~six months ended ~~September~~June 30, 2023 comprised of proceeds from the issuance of common stock and warrants through our registered offerings of approximately $13,287,000 (net of offering costs of approximately $1,208,000), proceeds from mortgage loan of approximately $6,000,000, reduced by debt issuance costs of approximately $600,000, proceeds from related party notes payable of $500,000, reduced by payments of related party notes payable of $250,000, payments on capital lease obligations and equipment notes of approximately $515,000 and repayment of convertible notes of $7,500,000.
Cash flows provided by financing activities during the six months ended June 30, 2022 comprised of proceeds from the issuance of common stock through our registered offerings of approximately ~~$26,517,000~~$16,315,000 (net of offering costs of approximately ~~$871,000),~~$598,000, proceeds from exercise of warrants of approximately $20,000, proceeds from equipment notes of approximately ~~$177,000,~~$65,000, proceeds from the exercise of options of approximately ~~$91,000,~~$83,000, and ~~net~~ proceeds from convertible note of ~~$13,500,000~~,$4,500,000, reduced by payments of notes payable of approximately ~~$2,039,000,~~$789,000, payments on finance lease obligations of approximately ~~$305,000,~~$195,000 and equipment notes of approximately ~~$482,000, and payments of convertible note of approximately $162,000.~~$245,000.

During the nine months ended September 30, 2021, net cash provided by financing activities was approximately $35,497,000. Cash flows provided by financing activities during the nine months ended September 30, 2021 comprised of proceeds from the issuance of common stock through our registered offering of approximately $33,113,000 (net of offering costs of approximately $1,125,000), proceeds from the exercise of warrants of approximately $1,727,000, proceeds from exercise of options of approximately $1,456,000, proceeds from equipment notes of approximately $362,000, reduced by repayments of notes payable of approximately $667,000, payments of equipment notes of approximately $493,000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Because we are allowed to comply with the disclosure obligations applicable to a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, with respect to this Quarterly Report on Form 10-Q, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Management uses the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013) to evaluate internal disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were ~~effective~~ineffective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting

There has not been any material change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) during the ~~period~~three months ended ~~September~~June 30, ~~2022,~~2023, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29

~~Table of Contents~~

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The ~~information contained in Note 12~~Company does not currently have any material litigation matters to ~~the Unaudited Condensed Financial Statements under the heading “Litigation” contained in Part I, Item 1 of this report is incorporated herein by this reference.~~disclose.

Item 6. Exhibits.

EXHIBIT INDEX

Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
3.1(a)
Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.
10-K
001-38213
3.1(a)
March 29, 2019
3.1(b)
Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc
10-K
001-38213
3.1(b)
March 29, 2019
3.2
Second Amended and Restated Bylaws of Arcimoto, Inc
1-A
024-10710
2.2
August 8, 2017
4.1 Form of Warrant 8-K 001-38213 4.1 September 1, 2022
4.2 Form of Senior Secured Convertible Note 8-K 001-38213 4.2 September 1, 2022
10.1* Form of Securities Purchase Agreement, dated August 31, 2022, by and among the Company and the investors party thereto 8-K 001-38213 10.1 September 1, 2022
10.2 Form of Security Agreement, by and between the Company and the signatory thereto, as the Collateral Agent 8-K 001-38213 10.2 September 1, 2022
10.3 Form of Voting Agreement 8-K 001-38213 10.3 September 1, 2022
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
—
—
—
Filed herewith
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
—
—
—
Filed herewith
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
—
—
—
Filed herewith
101.INS
Inline XBRL Instance Document.
—
—
—
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
—
—
—
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
—
—
—
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
—
—
—
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
—
—
—
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
—
—
—
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.
~~# Denotes management contract or compensatory plan or arrangement~~

Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
3.1(a) Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. 10-K 001-38213 3.1(a) March 29, 2019
3.1(b) Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc 10-K 001-38213 3.1(b) March 29, 2019
3.1(c) Second Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. 8-K 001-38213 3.1(i) May 16, 2019
3.1(d) Third Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. 10-K 001-38213 3.1(d) March 31, 2022
3.1(e) Fourth Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc. 8-K 001-38213 3.1 November 14, 2022
3.2 Second Amended and Restated Bylaws of Arcimoto, Inc 1-A 024-10710 2.2 August 8, 2017
4.1 Form of Warrant 8-K 001-38213 4.1 June 12, 2023
4.2 Form of Placement Agent Warrant 8-K 001-38213 4.2 June 12, 2023
10.1 Promissory Note 8-K 001-38213 99.1 June 2, 2023
10.2 Amended and Restated Promissory Note 8-K 001-38213 10.1 June 12, 2023
10.3+ Form of Securities Purchase Agreement 8-K 001-38213 10.2 June 12, 2023
10.4 Amendment to Arcimoto, Inc. 2022 Omnibus Stock Incentive Plan. S-8 333-273487 99.2 July 27, 2023
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — Filed herewith
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — Filed herewith
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — Filed herewith
101.INS Inline XBRL Instance Document. — — — Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document. — — — Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. — — — Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. — — — Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. — — — Filed herewith
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). — — — Filed herewith
30

~~Table of Contents~~

~~SIGNATURES~~
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

SIGNATURES
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.

ARCIMOTO, INC.
Date: August 10, 2023 By: /s/ Christopher W. Dawson
Name:
~~Date: November 14, 2022~~
~~By:~~
~~/s/ Douglas M. Campoli~~
Christopher W. Dawson

~~Douglas M. Campoli~~Title:
Chief Executive Officer
Date: August 10, 2023 By: /s/ Christina J. Cook

Name:
Christina J. Cook
Title: Chief Financial Officer ~~(Principal Financial Officer)~~

38
31
--12-31 1938729 1978666 7124307 7733452 15.66 1.71 2.82 8.80 false Q2 0001558583 iso4217:USD xbrli:shares

	*Common Stock*
		*Number of Shares*		*Amount*		*Additional Paid-In Capital*			*Stock Subscription Receivable*			*Accumulated Deficit*			*Total Stockholders’ Equity*
Balance at June 30, 2021		36,991,916	$	142,906,963	$	8,286,108		$	(3,534,860	)	$	(69,417,847	)	$	78,240,364

Issuance of common stock for accounts payable		6,421		74,805		—			—			—			74,805
Issuance of common stock for cash, net of offering costs of $201,047		398,051		6,729,933		—			—			—			6,729,933
Exercise of warrants		40,000		20,000		—			—			—			20,000
Exercise of stock options		141,970		526,838		(2,852	)		—			—			523,986
Stock subscribed on June 29, 2021		—		—		(3,534,860	)		3,534,860			—			—
Stock-based compensation		—		—		1,322,119			—			—			1,322,119
Net loss		—		—		—			—			(11,509,859	)		(11,509,859	)
Balance at September 30, 2021		37,578,358	$	150,258,539	$	6,070,515		$	—		$	(80,927,706	)	$	75,401,348

Balance at June 30, 2022		41,770,760	$	166,999,962	$	10,528,288		$	—		$	(134,350,302	)	$	43,177,948

Issuance of common stock for cash, net of offering costs of $296,892		3,773,289		10,177,356		—			—			—			10,177,356
Common stock to external consultant		12,000		—		45,246			—			—			45,246
Equity awards issued to external consultants		—		—		24,210			—			—			24,210
Exercise of stock options		4,465		10,806		(3,170	)		—			—			7,636
Stock-based compensation		—		—		1,550,007			—			—			1,550,007
Net loss		—		—		—						(16,963,699	)		(16,963,699	)
Balance at September 30, 2022		45,560,514	$	177,188,124	$	12,144,581		$	—		$	(151,314,001	)	$	38,018,704

Cash	$	1,754,083
Add: Fair value of shares issued		13,038,355
Total consideration	$	14,792,438

Description	Fair value
Assets acquired:
Inventory	$	342,394
Prepaid expenses and other current assets		4,083
Property, plant, and equipment		4,349
Trade name		2,052,000
Proprietary technology		7,010,000
Customer relationships		1,586,000
Goodwill		6,824,209
Total assets acquired	$	17,823,035

Liabilities assumed:
Customer deposits	$	91,749
Deferred tax liability		2,938,848
Total liabilities assumed		3,030,597
Estimated fair value of net assets acquired	$	14,792,438

	*For the Nine Months Ended*
	*September 30,*
	*2021*
Revenues	$	3,619,510

Net loss attributable to common stockholders	$	(24,758,304	)
Net loss per basic and diluted common share	$	(0.68	)
Weighted average common shares outstanding:
Basic and diluted		36,340,706

2022 (remainder)	$	196,273
2023		745,288
2024		500,457
2025		230,859
2026		58,433
Thereafter		-
Total minimum lease payments		1,731,310
Less: imputed interest		(176,433	)
Total	$	1,554,877

	*For the three months ended*
	*September 30, 2022*												*September 30, 2021*
	FUV			Rental			TMW			Total			FUV			Rental			TMW			Total
Revenues	$	1,675,428			145,470			203,307			2,024,205		$	1,360,375			33,472			104,329			1,498,176

Operating Loss		(17,795,421	)		(636,466	)		(485,946	)		(18,917,833	)		(11,157,673	)		(73,114	)		(359,182	)		(11,589,969	)
Unrealized gain on convertible note fair value											(2,122,828	)											-
Interest expense, net											84,945												51,671
Other expense/(income)											83,749												(131,781	)
Net loss											(16,963,699	)											(11,509,859	)

	For the Three Months Ended
	June 30, 2023												June 30, 2022
	FUV			Rental			TMW			Total			FUV			Rental			TMW			Total
Revenues	$	1,537,412		$	65,793		$	157,141		$	1,760,346		$	1,015,038		$	53,818		$	430,485		$	1,499,341

Operating loss		(6,904,608	)		(160,630	)		(222,530	)		(7,287,768	)		(14,352,646	)		(513,128	)		(311,594	)		(15,177,368	)
Financing costs											4,138,027												—
Unrealized loss on convertible note, mortgage loan and warrants											1,516,506												2,145,540
Interest expense, net											210,687												124,171
Other (income) expense, net											48,419												(45,937	)
Income tax (expense)											(7,042	)											(3,200	)
Net loss										$	(13,208,449	)										$	(17,404,342	)

	For the Six Months Ended
	June 30, 2023												June 30, 2022
	FUV			Rental			TMW			Total			FUV			Rental			TMW			Total
Revenues	$	2,635,663		$	96,867		$	381,344		$	3,113,874		$	1,530,355		$	66,317		$	552,902		$	2,149,574

Operating loss		(13,959,457	)		(433,272	)		(371,217	)		(14,763,946	)		(26,344,494	)		(940,494	)		(821,462	)		(28,106,450	)
Financing costs											5,243,824												—
Unrealized (gain) loss on convertible note, mortgage loan and warrants											(3,169,138	)											2,145,540
Interest expense, net											311,786												173,906
Loss on debt extinguishment											2,925,610												—
Other (income) expense, net											15,901												(71,196	)
Income tax (expense)											(7,042	)											(3,200	)
Net loss										$	(20,098,971	)										$	(30,357,900	)

	Q3 2019		Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020		Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022		Q2 2022		Q3 2022		Overall
Finished Good Inventory		0		8		20		12		10		9		23		61		45		35		18		55		74
Deployed into rental		0		0		0		0		0		0		7		12		15		25		19		20		46		144
Deployed into fixed assets		0		2		1		7		0		11		7		4		15		28		0		4		11		90
Sales		2		44		27		11		31		28		60		31		64		37		24		41		74		474
Production		2		54		40		10		29		38		88		85		78		80		26		102		150		782

	Three Months Ended
	September 30,						Change
	2022			2021			Dollars			Percentage
Revenue	$	2,024,205		$	1,498,176		$	526,029			35	%
Cost of goods sold		6,987,035			4,856,331			2,130,704			44	%
Gross loss		(4,962,830	)		(3,358,155	)		(1,604,675	)		48	%

Operating expenses:
Research and development		6,521,379			3,186,469			3,334,910			105	%
Sales and marketing		3,321,862			1,983,738			1,338,124			67	%
General and administrative		4,099,354			3,061,607			1,037,747			34	%
Loss on asset disposal		12,408			—			12,408			N/A
Total operating expenses		13,955,003			8,231,814			5,723,189			70	%

Loss from operations		(18,917,833	)		(11,589,969	)		(7,327,864	)		63	%

Other (income) expense:
Unrealized gain on convertible note fair value		(2,122,828	)		—			(2,122,828	)		NA
Interest expense		84,945			51,671			33,274			64	%
Other expense/(income)		83,749			(131,781	)		215,530			(164	)%

Net loss	$	(16,963,699	)	$	(11,509,859	)	$	(5,453,840	)		47	%

	Nine Months Ended
	September 30,						Change
	2022			2021			Dollars			Percentage

Revenue	$	4,173,779		$	3,609,531			564,248			16	%
Cost of goods sold		17,138,644			11,329,143			5,809,501			51	%
Gross loss		(12,964,865	)		(7,719,612	)		(5,245,253	)		68	%

Operating expenses:
Research and development		14,144,395			8,256,980			5,887,415			71	%
Sales and marketing		9,318,647			4,537,816			4,780,831			105	%
General and administrative		10,583,968			8,071,795			2,512,173			31	%
Loss on asset disposal		12,408			—			12,408			N/A
Total operating expenses		34,059,418			20,866,591			13,192,827			63	%

Loss from operations		(47,024,283	)		(28,586,203	)		(18,438,080	)		64	%

Other (income) expense:
Gain on forgiveness of PPP loan		—			(1,078,482	)		1,078,482			(100	)%
Unrealized loss on convertible note fair value		22,712			—			22,712			NA
Interest expense		258,851			151,246			107,605			71	%
Other expense/(income)		12,553			(221,214	)		233,767			(106	)%

Loss before income tax benefit		(47,318,399	)		(27,437,753	)		(19,880,646	)		72	%

Income tax (expense) benefit		(3,200	)		2,938,698			(2,941,898	)		(100	)%

Net loss	$	(47,321,599	)	$	(24,499,055	)	$	(22,822,544	)		93	%

		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1(a)	Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.	10-K	001-38213	3.1(a)	March 29, 2019
3.1(b)	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc	10-K	001-38213	3.1(b)	March 29, 2019
3.2	Second Amended and Restated Bylaws of Arcimoto, Inc	1-A	024-10710	2.2	August 8, 2017
4.1	Form of Warrant	8-K	001-38213	4.1	September 1, 2022
4.2	Form of Senior Secured Convertible Note	8-K	001-38213	4.2	September 1, 2022
10.1*	Form of Securities Purchase Agreement, dated August 31, 2022, by and among the Company and the investors party thereto	8-K	001-38213	10.1	September 1, 2022
10.2	Form of Security Agreement, by and between the Company and the signatory thereto, as the Collateral Agent	8-K	001-38213	10.2	September 1, 2022
10.3	Form of Voting Agreement	8-K	001-38213	10.3	September 1, 2022
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
101.INS	Inline XBRL Instance Document.	—	—	—	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	—	—	—	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	—	—	—	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1(a)	Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.	10-K	001-38213	3.1(a)	March 29, 2019
3.1(b)	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc	10-K	001-38213	3.1(b)	March 29, 2019
3.1(c)	Second Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.	8-K	001-38213	3.1(i)	May 16, 2019
3.1(d)	Third Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.	10-K	001-38213	3.1(d)	March 31, 2022
3.1(e)	Fourth Articles of Amendment to Second Amended and Restated Articles of Incorporation of Arcimoto, Inc.	8-K	001-38213	3.1	November 14, 2022
3.2	Second Amended and Restated Bylaws of Arcimoto, Inc	1-A	024-10710	2.2	August 8, 2017
4.1	Form of Warrant	8-K	001-38213	4.1	June 12, 2023
4.2	Form of Placement Agent Warrant	8-K	001-38213	4.2	June 12, 2023
10.1	Promissory Note	8-K	001-38213	99.1	June 2, 2023
10.2	Amended and Restated Promissory Note	8-K	001-38213	10.1	June 12, 2023
10.3+	Form of Securities Purchase Agreement	8-K	001-38213	10.2	June 12, 2023
10.4	Amendment to Arcimoto, Inc. 2022 Omnibus Stock Incentive Plan.	S-8	333-273487	99.2	July 27, 2023
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith
101.INS	Inline XBRL Instance Document.	—	—	—	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	—	—	—	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	—	—	—	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	—	—	—	Filed herewith

	ARCIMOTO, INC.

Date: August 10, 2023	By:	/s/ Christopher W. Dawson
		Name:
~~Date: November 14, 2022~~	~~By:~~	~~/s/ Douglas M. Campoli~~ Christopher W. Dawson
		~~Douglas M. Campoli~~Title:	Chief Executive Officer

Date: August 10, 2023	By:	/s/ Christina J. Cook
		Name:	Christina J. Cook
		Title:	Chief Financial Officer ~~(Principal Financial Officer)~~