•        1,125,410shares of our common stock reserved for future issuance under our 2018 Omnibus Stock Incentive Plan, 8,088shares of our common stock reserved for future issuance under our 2015 Stock Incentive Plan, and 11,996shares of our common stock reserved for future issuance under our Amended and Restated 2012 Employee Stock Benefit Plan;

•        122,238shares of common stock issuable upon the exercise of underwriter warrants issued in connection with our September 2017 Regulation A offering, at an exercise price of $7.475 per share;

•        942,857shares of common stock issuable upon the exercise of investor warrants issued in connection with our December27, 2018 S-3 shelf offering, at an exercise price of $3.50 per share;

•        1,044,444shares of common stock issuable upon the exercise of investor warrants issued in connection with our October8, 2019 S-3 shelf offering, at an exercise price of $2.83 per share;

•        47,000shares of our common stock issuable upon the exercise of warrants issued to certain of our vendors, at a weighted average price of $3.20 per share; and

•        478,463shares of common stock issuable upon the exercise of convertible note conversion rights at $4.25 per share.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stockCommon Stock as of October18, 2019,August 21, 2023, unless otherwise noted below, for the following:

•        each person or entity known to own beneficially more than 5% of our outstanding common stock as of the date indicated in the corresponding footnote;

•        each of the named executive officers named in the Summary Compensation table;

•        each director; and

•        all current directors and executive officers as a group.

Applicable percentage ownership is based on 19,436,389shares8,805,897 shares of our common stockCommon Stock outstanding as of November4, 2019,August 21, 2023, unless otherwise noted below, together with applicable options and warrants for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including voting and investment power with respect to shares. Common stockStock subject to options currently exercisable, or exercisable within 60 days after November4, 2019,August 21, 2023, and warrants currently vested, or vesting within 60 days after November4, 2019,August 21, 2023, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed shareholder is c/o Arcimoto, Inc., 2034 West 2^nd Avenue, Eugene, Oregon 97402.

____________

(1)      Includes 411,485shares that Mr.Frohnmayer

SELLING SHAREHOLDERS

We have prepared this prospectus to allow the rightSelling Shareholders or their successors, assignees or other permitted transferees to acquiresell or otherwise dispose of, from us within 60 days of November 4, 2019,time to time, up to 26,588,409 Shares.

There are no agreements between the Company and any Selling Shareholders pursuant to which the exerciseShares subject to this registration statement were issued. None of 38,889 stock options, 72,596the Selling Shareholders has ever been an executive officer or director of the Company or has had a material relationship with us at any time within the past three years unless disclosed below and elsewhere in this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The indication herein that shares issuable uponare beneficially owned is not an admission on the conversionpart of the security or shareholder that he, she or it is a note and 300,000 shares issuable upondirect or indirect beneficial owner of those shares. The following table sets forth the exercisenumber of warrants.

(2)      Includes 5,000shares that Mr.Curl hasShares beneficially owned by the right to acquire from us within 60 daysSelling Shareholders as of November 4, 2019, pursuant to the exercise of stock options.August 21, 2023:

(3)      Includes 13,833shares that Mr.Becker has the right to acquire from us within 60 days of November 4, 2019, pursuant to the exercise of stock options.

(4)      Includes 81,383shares that Mr.Campoli has the right to acquire from us within 60 days of November 4, 2019, pursuant to the exercise of stock options and 6,564 shares issuable upon the conversion of a note.

(5)      Includes 1,088,456shares held directly by WR Hambrecht Ventures III, L.P. and 122,238shares issuable upon the exercise of warrants held by WR Hambrecht and Co. The address of WR Hambrecht Ventures III, L.P. is 909 Montgomery Street, 3rd Floor, San Francisco, California 94133.

(6)      Includes 500,000shares held directly by FOD Capital, LLC, 942,857shares issuable upon the exercise of warrants, and 119,231shares issuable upon the conversion of a note. The address of FOD Capital, LLC is 7009 Shrimp Road, Suite 4, Key West, FL 33040.

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DESCRIPTION OF CAPITAL STOCK

Common Stock

OurIn the discussion that follows, we have summarized certain material provisions of our Second Amended and Restated Articles of Incorporation, as amended authorizes(the “Restated Articles”), our Second Amended and Restated Bylaws (the “Bylaws”) and the issuanceOregon Business Corporation Act (the “Oregon Act”) that relate to our capital stock. The following summary of upthe terms of our Common Stock does not purport to 60.0millionbe complete and is subject to and qualified in its entirety by reference to our Restated Articles and our Bylaws and is subject to the relevant provisions of the Oregon Act. Copies of our Restated Articles and our Bylaws have been filed with the SEC and are incorporated by reference into this prospectus. You should carefully read our Restated Articles and our Bylaws and the relevant provisions of the Oregon Act before you invest in our capital stock.

Authorized Capital Stock

We are authorized to issue 100,000,000 shares of commonCommon Stock, and 5,000,000 shares of preferred stock, no par value (“Preferred Stock”), of which 1,500,000 shares have been designated as the Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) 2,000,000 shares have been designated as the Class C Preferred Stock (the “Class C Preferred Stock”) and 8,466 shares have been designated as the 8% Series D Convertible Preferred Stock (the “Series D Preferred Stock”).

As of August 21, 2023, we had:

Common Stock

We are authorized to issue 100,000,000 shares of Common Stock, no par value. As of November4, 2019,August 21, 2023, there were 19,436,389shares8,805,897 shares of common stockCommon Stock outstanding, as well as 4,971,53918,183,127 unissued shares of common stockCommon Stock subject to outstanding convertible notes, options and warrants. Our common stockCommon Stock is listed on the Nasdaq CapitalGlobal Market under the symbol “FUV.” The following summary

General. Holders of certain provisionsshares of our common stock does not purport to be complete. You should refer toCommon Stock have the rights set forth in our Restated Articles and Second Amended and Restated Bylaws or Bylaws, as may be amended from time to time.

Holders of our common stock are entitled to one vote for each share on all matters to be voted on by the shareholders, do not have cumulative voting rights, have no preemptive rights to purchase common stock, no conversion or redemption rights or sinking fund provisions with respect to the common stock and are entitled to share ratably in dividends. In the event of the Company’s liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preferences granted to holders of shares of any then outstanding preferred stock.Oregon Act. The rights, preferences and privileges of the holders of common stockCommon Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue.

Ranking. Our Common Stock, with respect to dividend rights, ranks (i) junior to the Series A-1 Preferred Stock and any other series of preferred stock that we may designate and issue that has dividend rights that are senior to our Common Stock, and (ii) pari passu with our Class C Preferred Stock. Our Common Stock, with respect to rights upon a liquidation, dissolution and winding up of the Company, ranks (i) junior to any indebtedness of the Company, the Series A-1 Preferred Stock and any other series of preferred stock that we may designate and issue that has liquidation rights that are senior to our Common Stock, and (ii) pari passu with our Class C Preferred Stock.

Dividends and Other Distributions. Subject to the preferential rights of any series of preferred stock having dividend rights that are senior to the Common Stock, including the Series A-1 Preferred Stock, the holders of shares of Common Stock are entitled to receive, when and if declared by our board of directors (“Board”), out of the assets of the Company which are legally available therefor, dividends payable in either in cash, in property or in shares of capital stock.

Voting. Each holder of Common Stock has one vote in respect of each share of Common Stock held by such holder of record on the future. Allbooks of the Company for the election of directors and on all matters submitted to a vote of the shareholders of the Company. Holders of Common Stock do not have cumulative voting rights. The holders of shares preferred stock and Common Stock vote together as a single class on all matters.

Liquidation Rights. In the event of any dissolution, liquidation or winding up of the affairs of the Company, after the payment of all of the Company’s debts and other liabilities and after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the preferred stock, including the Series A-1 Preferred Stock, Class C Preferred Stock and Series D Preferred Stock, holders of the Common Stock are entitled to receive all of the remaining assets of the Company available for distribution to shareholders ratably in proportion to the number of shares of Common Stock held by such holders.

Conversion and Exchange Rights. Our Common Stock is not convertible into or exchangeable for any other shares of our capital stock.

Preemptive Rights. Holders of our Common Stock do not have any preemptive rights.

Redemption and Sinking Fund. We have no obligation or right to redeem our Common Stock, and there is no sinking fund that pertains to the Common Stock.

Fully Paid and Non-Assessable. The issued and outstanding shares of common stockour Common Stock are fully paid and nonassessable.non-assessable.

Holders of our common stock acquired in this offering will not have participation rights. However,

Listing and Trading. Our Common Stock is listed for trading on The Nasdaq Global Market under the investors in our March 2019 public offering of common stock received participation rights pursuant to their respective securities purchase agreement, which provide generally that until March27, 2021, we may not issue additional equity or equity-linked securities, including our common stock, unless we provide those investors with prior notice,symbol “FUV.”

Transfer Agent and the opportunity to participate in the investor’s pro rata share of 35% of the offering. Under the securities purchase agreements from our October 2019 and March 2019 public offerings, we are also restricted from issuing common stock and common stock equivalents in variable rate transactions such as convertible notes or warrants whose conversion or exercise price is determined or reset at a future date, until October8, 2020 and March27, 2021, respectively.

Registrar. The transfer agent and registrar for our common stockCommon Stock is Computershare Trust Company, N.A. The transfer agent’s address is Computershare, Post Office Box 505000, Louisville, Kentucky 40233 and its telephone number is (800) 962-4284.Broadridge Financial Solutions, Inc.

Preferred Stock

The Company is authorized, without any additional action by our shareholders, to issue 5.0million5,000,000 shares of preferred stock, no par value, of which 1.5million1,500,000 shares were designated as Series A-1A-1 Preferred Stock, and 2.0million2,000,000 shares were designated as Class C Preferred Stock and 8,466 shares were designated as 8% Series D Convertible Preferred Stock. On July25,July 25, 2017, a majority of the Series A-1A-1 Preferred shareholders voted to convert all 1,434,891 issued shares of Series A-1A-1 Preferred Stock to 2,869,782 common shares. On May16,May 16, 2019, the 2.0million2,000,000 shares of Class C Preferred Stock were automatically converted into common stock. As of November4, 2019, there were no shares of Series A-1 Preferred Stock or Class C Preferred Stock issued and outstandingCommon Stock.

We may issue shares of our preferred stock from time to time, in one or more series. Underseries, each with such designations, rights, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions as our Restated Articles,Board may determine. The authority of our board of directors has the authority,Board with respect to each such series includes, without further action by shareholders, to provide for the issuance of all or any shareslimitation of the preferred stock in one or more series andforegoing, the right to provide that the shares of each such series may be (a)(i) subject to redemption at such time or times and at such price or prices; (b)prices, (ii) entitled to receive dividends (which may be cumulative or non-cumulative)non-cumulative) at such rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c)series, (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; (d)Company, (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock of the Company at such price or prices or at such rates of exchange, and with such adjustments, if any; (e)any, (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series of preferred stock; stock and/or (f)(vi) entitled to such other preferences, powers, qualifications, rights and privileges, all as the board of directors may deemour Board deems advisable and as are not inconsistent with the lawour Restated Articles and Bylaws and the provisionsOregon Act.

If we issue preferred stock, we will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus in articles of amendment to our Restated Articles.Articles relating to that series. We will also incorporate by reference into the registration statement, of which this prospectus is a part, the form of any articles of amendment that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. Note that it is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our Common Stock until our Board determines the specific rights of the holders of the preferred stock. However, these effects might include restricting dividends on the Common Stock, diluting and/or adversely affecting the voting power of the Common Stock, impairing the liquidation rights of the Common Stock, delaying or preventing the completion of a merger, acquisition, tender offer or other takeover attempt and delaying or preventing the removal of management of the Company. Any such effects could, in turn, depress the trading price of our Common Stock. All shares of preferred stock offered will, when issued, be fully paid and nonassessable, including shares of preferred stock issued upon the exercise or exchange of any other securities described in this prospectus.

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The Oregon Revised Statutes provideAct provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This statutory right is in addition to any voting rights that may be provided for in any applicable articles of amendment.

Series A-1 Preferred Stock

General. Holders of our shares of Series A-1 Preferred Stock have the applicablerights set forth in our Restated Articles, our Bylaws and the Oregon Act.

Ranking. Our Series A-1 Preferred Stock, with respect to dividend rights, ranks (i) junior to any other series of preferred stock that we may designate and issue that has dividend rights that are senior to our Series A-1 Preferred Stock, and (ii) senior to our Class C Preferred Stock, any other series of preferred stock that we may designate and issue that has dividend rights that are junior to our Series A-1 Preferred Stock and our Common Stock. Our Series A-1 Preferred Stock, with respect to rights upon a liquidation, dissolution and winding up of the Company, ranks (i) junior to any indebtedness of the Company and any other series of preferred stock that we may designate and issue that has liquidation rights that are senior to our Series A-1 Preferred Stock, and (ii) senior to our Class C Preferred Stock, any other series of preferred stock that we may designate and issue that has liquidation rights that are junior to our Series A-1 Preferred Stock and our Common Stock.

Dividends and Other Distributions. Holders of shares of Series A-1 Preferred Stock are entitled to receive, prior and in preference to any declaration or payment of any dividend on the Class C Preferred Stock and the Common Stock and pari passu with each other an amount equal to that paid on any other outstanding shares of capital stock of the Company, payable when, as, and if declared by our Board. Such dividends shall not be cumulative. Unless full dividends on the Series A-1 Preferred Stock for all past dividend periods and the then-current dividend period have been paid and an amount sufficient for the payment of such dividends have been set apart: (i) no dividend (other than a dividend payable solely in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock) may be paid or declared, and no distribution may be made, on any Class C Preferred Stock or Common Stock, and (ii) no shares of Class C Preferred Stock or Common Stock may be purchased, redeemed, or acquired by the Company and no funds may be paid into or set aside or made available for a sinking fund for the purchase, redemption, or acquisition thereof, provided, however, that this restriction does not apply to the repurchase of shares of Common Stock held by employees, officers, directors, consultants or other persons performing services for the Company or any wholly-owned subsidiary of the Company that are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment.

Voting. Holders of shares of Series A-1 Preferred Stock are entitled to vote on all matters and are entitled to a number of votes equal to the number of votes that would be accorded to the largest number of whole shares of Common Stock into which such holder’s shares of Series A-1 Preferred Stock could then be converted, pursuant to the provisions of “Conversion and Exchange Rights” below, at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Holders of Series A-1 Preferred Stock do not have cumulative voting rights. The holders of shares preferred stock and Common Stock vote together as a single class on all matters.

Liquidation Rights. In the event of any dissolution, liquidation or winding up of the affairs of the Company, after the payment of all of the Company’s debts and other liabilities and after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Company’s other classes and series of preferred stock, including the Series D Preferred Stock, the holders of Series A-1 Preferred are entitled to receive, prior and in preference to any distribution of any of the Company’s assets to the holders of the Class C Preferred Stock and Common Stock, an amount per share equal to the original issue price of that share for each then-outstanding share of Series A-1 Preferred Stock plus any declared but unpaid dividends on such share (together, the “Series A-1 Liquidation Amount”). If, upon the occurrence of any liquidation, dissolution or winding up of the Company, the assets thus distributed among the holders of Series A-1 Preferred is insufficient to permit the payment to such holders of the full Series A-1 Liquidation Amount, then the entire assets of the Company legally available for distribution will be distributed ratably among the holders of Series A-1 Preferred in the same proportion as the full preferential amount each such holder would otherwise be entitled to receive bears to the total of the full preferential amount that would otherwise be distributable to the holders of Series A-1 Preferred.

After payment in full of the Series A-1 Liquidation Amount, or after funds necessary for such payment have been set aside by the Company in trust for the account of holders of such shares so as to be available for such payment, holders of Series A-1 Preferred will not be entitled to any further participation in the distribution of the assets of the Company and will have no further rights of conversion, and the remaining assets available for distribution will be distributed among the holders of Class C Preferred Stock and Common Stock pro rata based on the number of shares of Class C Preferred Stock and Common Stock held by each.

Conversion and Exchange Rights. Each share of Series A-1 Preferred is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into a number of shares of Common Stock as is determined by dividing the original issue price of the share of Series A-1 Preferred Stock by the Series A-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series A-1 Conversion Price” of each share is initially equal to the original issue price of the share of Series A-1 Preferred Stock. The initial Series A-1 Conversion Price, and the rate at which shares of Series A-1 Preferred may be converted into shares of Common Stock, are subject to various adjustments set forth in our Restated Articles. In the event of a liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event (as defined in our Restated Articles), the conversion rights of the Series A-1 Preferred Stock will terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A-1 Preferred Stock. No fractional shares of Common Stock will be issued upon conversion of the Series A-1 Preferred Stock. In lieu of any fractional shares to which a holder would otherwise be entitled, the Company will pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by our Board.

Upon either (i) the closing of the sale of shares of Common Stock to the public at a price of at least $5.00 per share in a firm-commitment, underwritten public offering pursuant to an effective registration statement under the Securities Act resulting in at least $15,000,000 of proceeds, net of the underwriting discount and commissions, to the Company or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least fifty percent (50%) of the then outstanding shares of Series A-1 Preferred Stock, (a) all then-outstanding shares of Series A-1 Preferred Stock will automatically be converted into shares of Common Stock, at the then-effective conversion rate and (b) such shares may not be reissued by the Company.

Series A Preferred Stock is not exchangeable for any other shares of our capital stock.

Preemptive Rights. Holders of our Series A-1 Preferred Stock do not have any preemptive rights.

Redemption and Sinking Fund. We have no obligation or right to redeem our Series A-1 Preferred Stock, and there is no sinking fund that pertains to the Series A-1 Preferred Stock.

Fully Paid and Non-Assessable. The issued and outstanding shares of our Series A-1 Preferred Stock are fully paid and non-assessable.

Class C Preferred Stock

General. Holders of shares of Class C Preferred Stock have the rights set forth in our Restated Articles, Bylaws and the Oregon Act.

Ranking. Our Class C Preferred Stock, with respect to dividend rights, ranks (i) junior to the Series A-1 Preferred Stock and any other series of preferred stock that we may designate and issue that has dividend rights that are senior to our Class C Preferred Stock, and (ii) pari passu with our Common Stock. Our Class C Preferred Stock, with respect to rights upon a liquidation, dissolution and winding up of the Company, ranks (i) junior to any indebtedness of the Company, the Series A-1 Preferred Stock and any other series of preferred stock that we may designate and issue that has liquidation rights that are senior to our Class C Preferred Stock, and (ii) pari passu with our Common Stock.

Dividends and Other Distributions. Subject to the preferential rights of any series of preferred stock having dividend rights that are senior to the Class C Preferred Stock, including the Series A-1 Preferred Stock, the holders of shares of the Class C Preferred Stock rank pari passu with our Common Stock and are entitled to receive, when and if declared by our Board, out of the assets of the Company which are legally available therefor, dividends payable in either in cash, in property or in shares of capital stock.

Voting. Each holder of Class C Preferred Stock has one vote in respect of each share of stock held by such holder of record on the books of the Company for the election of directors and on all matters submitted to a vote of shareholders of the Company. Holders of Class C Preferred Stock do not have cumulative voting rights. The holders of shares preferred stock and Common Stock vote together as a single class on all matters.

Liquidation Rights. In the event of any dissolution, liquidation or winding up of the affairs of the Company, after the payment of all of the Company’s debts and other liabilities and after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Company’s other classes and series of preferred stock, including the Series A-1 Preferred Stock and Series D Preferred Stock, holders of the Class C Preferred Stock are entitled to receive all of the remaining assets of the Company of whatever kind available for distribution to shareholders pro rata with the holders of shares of Common Stock, treating for this purpose all such shares of Class C Preferred Stock as if they had been converted to Common Stock on a 1:1 basis immediately prior to such liquidation, dissolution or winding up of the Company.

Conversion and Exchange Rights. Our Class C Preferred Stock is convertible into shares of Common Stock only upon the effectiveness of articles of amendment to our Restated Articles that increase in the number of authorized shares of our Common Stock in which event all then-outstanding shares of Class C Preferred Stock shall automatically be converted into shares of our Common Stock at the ratio of 1:1. Our Class C Preferred Stock is not otherwise convertible into or exchangeable for any other shares of our capital stock.

Preemptive Rights. Holders of our Class C Preferred Stock do not have any preemptive rights.

Redemption and Sinking Fund. We have no obligation or right to redeem our Class C Preferred Stock, and there is no sinking fund that pertains to the Class C Preferred Stock.

Fully Paid and Non-Assessable. The issued and outstanding shares of our Class C Preferred Stock are fully paid and non-assessable.

Series D Preferred Stock

General. Holders of shares of Series D Preferred Stock have the rights set forth in our Restated Articles, Bylaws and the Oregon Act.   

Dividends. Holders of Series D Preferred Stock will be entitled to cumulative dividends at the rate per share (as a percentage of a stated value equal to $1,000 per share (the “Stated Value”), of 8% per annum, accrued daily and compounded monthly, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the date of the first issuance of any shares of the Series D Preferred Stock (the “Original Issue Date”) and on each date in which a holder of Series D Preferred Stock delivers his notice of conversion in cash.

Voting. The shares of Series D Preferred Stock have no voting rights. However, as long as any shares of Series D Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (defined below) senior to, or otherwise pari passu with, the Series D Preferred Stock, (c) amend its certificate of amendment.

Our boardincorporation or other charter documents in any manner that adversely affects any rights of directors may authorizethe holders, (d) increase the number of authorized shares of Series D Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the Company’s assets to the holders of the Series A-1 Preferred Stock, Class C Preferred Stock and Common Stock, out of the assets available for distribution to our shareholders an amount equal to 100% of the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon, prior and in preference to the Common Stock or any other series of preferred stock.

Conversion at the Option of the Holder. Each share of Series D Preferred Stock is convertible at any time and from time to time from and after the Original Issue Date at the option of the holder, into that number of shares of Common Stock (subject to certain beneficial ownership limitations), determined by dividing 125% of the Conversion Amount (as defined in the Certificate of Designation), by $1.20 (the “Conversion Price”). In the event we receives a conversion notice before shareholder approval from more than one holder of Series D Preferred Stock for the same conversion date and the Company can convert some, but not all, of such portions of the Series D Preferred Stock submitted for conversion without exceeding the Nasdaq imposed limit of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Maximum Pre-Approval Amount”), the Corporation shall convert from each holder of Series D Preferred Stock electing to have Series D Preferred Stock converted on such date a pro rata amount of the Maximum Pre-Approval Amount.

Beneficial Ownership Limitation. The Series D Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 9.99% of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of Series D Preferred Stock held by the applicable holder. However, any holder may increase or decrease such percentage, but not to a percentage in excess of 9.99%, upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to the Company and such increase or decrease will apply only to the holder providing such notice.

Issuance Limitations. If we cannot obtain the requisite shareholder approval, then we may not issue, upon conversion of the Series D Preferred Stock or as dividend conversion shares, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such conversion date (i) in connection with any conversion of Series D Preferred Stock issued pursuant to the August Securities Purchase Agreement, (ii) in connection with the exercise of any warrants issued pursuant to the August Securities Purchase Agreement and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the securities pursuant to the August Securities Purchase Agreement, would exceed 1,760,298 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each holder of Series D Preferred Stock shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such holder’s Series D Preferred Stock by (y) the aggregate Stated Value of all Series D Preferred Stock issued on the Original Issue Date to all holders. In addition, each holder may allocate its pro-rata portion of the Issuable Maximum among Series D Preferred Stock and warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a holder no longer holds any Series D Preferred Stock or warrants and the amount of shares issued to such holder pursuant to such holder’s Series D Preferred Stock and warrants was less than such holder’s pro-rata share of the Issuable Maximum. 

Preemptive Rights. From the date hereof until the 12 month anniversary of the Two-Year Redemption Date (as defined in the Certificate of Designation), upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or a combination of units thereof (a “Subsequent Financing”), subject to any similar rights of others which may then be in effect, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 40% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. In addition, for such period, if the Company undertakes any preferred stockfinancing, debt financing or financing accounted for as debt under GAAP, the Purchasers shall have a right of first refusal to purchase all of such proposed debt.

Redemption. If after the later of the Shareholder Approval Date (as defined in the August Securities Purchase Agreement) and the Effective Date (i) the closing price for each of any 20 consecutive trading day period, which 20 consecutive trading day period shall have commenced only after the later of the Shareholder Approval Date and the date that the Registration Statement is filed pursuant to the Registration Rights Agreement (the “Effective Date”) (the later of the Shareholder Approval Date or the Effective Date, the “Threshold Period”), exceeds 300% of the then effective Conversion Price and (ii) the volume for each trading day during any Threshold Period exceeds $2,000,000 per trading day, the Company may, within 1 trading day after the end of any such Threshold Period, deliver a written notice to all holders (a “Forced Conversion Notice” and the date such notice is delivered to all holders, the “Forced Conversion Notice Date”) to cause each holder to convert all or part of such holder’s Series D Preferred Stock (as specified in such Forced Conversion Notice) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts due in respect of the Series D Preferred Stock pursuant to Section 6 the Certificate of Designation, it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur no later than the earlier of (i) two (2) trading days and (ii) the number of trading days comprising the Standard Settlement Period (as defined in the Certificate of Designation) following the Forced Conversion Notice Date (such date, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined in the Certificate of Designation) have been met on each trading day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the trading day after the date that the conversion shares issuable pursuant to such conversion are actually delivered to the holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the holders based on each holder’s initial purchases of Series D Preferred Stock hereunder, provided that any voluntary conversions by a holder shall be applied against such holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Series D Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6 of the Certificate of Designation, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. Following the initial Forced Conversion Date, each holder agrees (i) that the right to future dividends after such date will terminate and (ii) it will continue to convert its Series D Preferred Stock after each sale of conversion shares in the amount required to reach its beneficial ownership limitation.

On each Monthly Redemption Date (as defined in the Certificate of Designation), the Company shall redeem 1/18th of the original Stated Value, plus accrued but unpaid dividends, late fees, if any, liquidated damages, if any, and any other amounts then owing to the holder in respect of the Series D Preferred Stock (the “Monthly Redemption”). The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash. The holder may convert, pursuant to Section 6(a), any Stated Value of the Preferred Stock subject to a Monthly Redemption at any time prior to the date that the Monthly Redemption Amount, plus accrued but unpaid dividends, liquidated damages and any other amounts then owing to the holder are due and paid in full The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full.

On the second anniversary of the Original Issue Date, the Company shall redeem all of the then outstanding Series D Preferred Stock, for an amount in cash equal to the Two Year Redemption Amount (as defined in the Certificate of Designation). The Company covenants and agrees that it will honor all Notices of Conversion tendered up until the Two Year Redemption Amount is paid in full.

In the event of a Subsequent Financing (as defined in the August Securities Purchase Agreement) that exceeds $6,250,000 (the “Threshold”), other than solely with votingrespect to the gross proceeds from the offering pursuant to August Securities Purchase Agreement pursuant to which the Series D Preferred Stock and warrants have been issued (including the gross proceeds from any exercises of common warrants), each holder shall have the right, in its sole discretion, to require that the Corporation redeem (unless waived in writing by such applicable holder) (each an “Subsequent Financing Optional Redemption”) all, or conversion rightsany number, of the Series D Preferred Stock of such holder (the “Subsequent Financing Optional Redemption Available Shares”) with an aggregate Conversion Amount not in excess of such Holder’s pro rata amount (based on its percentage ownership of the then-outstanding Series D Preferred Stock) of 50% of the gross proceeds of such Eligible Financing Placement which exceed the Threshold (the “Subsequent Financing Optional Redemption Amount”) by delivering written notice thereof (each, an “Subsequent Financing Optional Redemption Notice”) to the Corporation. Notwithstanding the foregoing, if a Holder is participating in an Subsequent Financing, upon the written request of such Holder, the Corporation shall exchange all, or any number, of the Subsequent Financing Optional Redemption Available Shares, as set forth in such written request, into the securities to be purchased by such Holder in such Subsequent Financing at an exchange rate valuing such applicable Subsequent Financing Optional Redemption Available Shares at the Subsequent Financing Optional Redemption Price (as defined below) that couldwould otherwise be payable to such Holder in such Subsequent Financing Optional Redemption for such Subsequent Financing Optional Redemption Available Shares, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by such Holder in such Subsequent Financing.

Negative Covenants. As long as any Series D Preferred Stock is outstanding, unless the holders of more than 75% in stated value of the then outstanding shares of Series D Preferred Stock shall have otherwise given prior written consent the Company and the subsidiaries cannot, subject to certain exceptions, (a) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, (b) enter into, create, incur, assume or suffer to exist any liens, (c) amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affect the voting power or otheraffects any rights of the holders of our common stock.the Series D Preferred stock couldStock, (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock, Common Stock equivalents or junior securities, (e) pay cash dividends or distributions on junior securities of the Company, (f) enter into any transaction with any affiliate of the Company which would be issued quicklyrequired to be disclosed in any public filing with terms designed to delay or preventthe SEC, unless such transaction is made on an arm’s-length basis and expressly approved by a change in controlmajority of ourthe disinterested directors of the Company, or make removal(g) enter into any agreement with respect to any of management more difficult. Additionally, the issuanceforegoing.

Certain Anti-Takeover Effects

Certain provisions of preferred stockOregon law, our Restated Articles and our Bylaws discussed below may have the effect of decreasing the market price of our common stock.

Certain Anti-Takeover Effects

Certain provisions of Oregon law may have an anti-takeover effect and may delaymaking more difficult or preventdiscouraging a tender offer, proxy contest or other acquisition transaction that a shareholder might considertakeover attempt. These provisions are expected to be in his or her best interest. The summary of the provisions of Oregon law set forth below does not purport to be complete and is qualified in its entirety by reference to Oregon law.

The issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects on any party contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of the preferred stock, if the optionencourage persons seeking to acquire such shares is exercised, would impede a business combination by the voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of other preferred stock could adversely affect the voting power of holderscontrol of our common stock.Company to first negotiate with our Board. We believe that the benefits of increasing our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our Company outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Oregon law containsBusiness Combination Act

We are subject to the Oregon Business Combination Act, an anti-takeover law. In general, the Oregon Business Combination Act prohibits a control share acquisition statute, which provides that control shares obtained in a control share acquisition (as those terms are defined underpublicly-held Oregon law) will not retain voting rights, with such voting rights restored only if approved by the shareholders. Further, Oregon law contains provisions which may prevent the corporation from engaging in any business combinationa “business combination” with any interested shareholderan “interested shareholder” for a period of three years following the date that the shareholderperson became an interested shareholder, unless:

Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested shareholder. Generally, an “interested shareholder” is a person who, together with certain exceptions.affiliates and associates, owns, or is an affiliate or associate of the corporation and within three years prior to the determination of interested shareholder status did own, 15% or more of a corporation’s voting stock.

Oregon Control Share Act

We are subject to the Oregon Control Share Act, under which a person who acquires voting stock in a transaction that results in the person holding more than 20%, 33 1/3% or 50% of the total voting power cannot vote the shares it acquires in the acquisition unless voting rights are accorded to such control shares:

This vote would be required at the time an acquiring person’s holdings exceed 20% of the total voting power, and again at the time the acquiring person’s holdings exceed 33 1/3% and 50%, respectively.

The Oregon Control Share Act and the Oregon Business Combination Act could have the effect of encouraging potential acquirers to negotiate with our Board and discourage potential acquirers unwilling to comply with the provisions of these laws. These laws also may delay, defer or prevent a tender offer or takeover attempt of our Company that a shareholder might consider in the shareholder’s best interests, including those attempts that might result in a premium over the market price for the shares held by our shareholders. An Oregon corporation may provide in its articles of incorporation or bylaws that the laws described above do not apply to its shares. We have not adopted such a provision and do not currently intend to do so.

Governing Documents

Our Restated Articles and Bylaws include a number of provisions that may have the effect of deterring acquisition proposals or delaying or preventing changes in control or management of our Company.

Restated Articles

Best Interests of the Company. Oregon law and our Restated Articles authorize our Board, in all matters, to consider the social, legal and economic effects on our employees and on the communities and geographical areas in which we operate, the long-term and short-term interests of us and our shareholders, and our effect on the environment. Because our board of directorsBoard is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best interests of our shareholders, our boardBoard could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock.

No Cumulative Voting. Our board presently doesRestated Articles do not intendinclude a provision for cumulative voting for directors. Under cumulative voting, a minority shareholder holding a sufficient percentage of a class of shares may be able to seekensure the election of one or more directors.

Preferred Stock. We are authorized to issue “blank check” preferred stock, which, although intended primarily as a financing tool and not as a defense against takeovers, could potentially be used by our Board, without any further vote or action by our shareholders, to make uninvited attempts to acquire control more difficult by, for example, diluting the ownership interest or voting power of a substantial shareholder, approval priorincreasing the consideration necessary to effect an acquisition or selling unissued shares to a friendly third party.

Bylaws

Amendments. Our Board may alter our Bylaws without obtaining shareholder approval.

Number of Directors. The number of directors on our Board, which may range from one to seven directors, may be changed by resolution of the issuanceBoard without any further vote or action by our shareholders.

Board Vacancies. Newly created directorships resulting from an increase in our authorized number of currently authorized stock, unless otherwise requireddirectors and vacancies in our Board resulting from death, resignation or removal will be filled by a majority of our Board then in office.

These provisions of Oregon law and our Restated Articles and Bylaws could discourage potential acquisition proposals and delay or applicableprevent a change in control or management of our Company.

PLAN OF DISTRIBUTION

The Selling Shareholders and any of their pledgees, assignees and successors-in-interest, may, from time to time, sell any or all of their Shares covered by this prospectus hereby on the principal trading market or any other stock exchange, rules.market or trading facility on which our Common Stock is traded or in private transactions.

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UNDERWRITING

We have entered into an underwriting agreement with the several underwriters listed in the table below. Roth Capital Partners, LLC is the representativeThese sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the underwriters. We refer to the several underwriters listed in the table below as the ‘‘underwriters.’’ Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and the underwriters have agreed to purchase from us, shares of our common stock. Our common stock trades on The Nasdaq Capital Market under the symbol “FUV.”following methods when selling such Shares:

Pursuant to the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to the underwriters named below, and each underwriter severally has agreed to purchase from us, the respective number of shares of common stock set forth opposite its name below:

The underwriting agreement provides that the obligation of the underwriters to purchase the shares of common stock offered by this prospectus is subject to certain conditions. The underwriters are obligated to purchase all of the shares of common stock offered hereby if any of the shares are purchased.

We have granted the underwriters an option to buy up to an additional         shares of common stock from us at the public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any. The underwriters may exercise this option at any time, in whole or in part, during the 30-day period after the date of this prospectus; however, the underwriters may only exercise the option once.

Discounts, Commissions and Expenses

The underwriters propose to offer to the shares of common stock purchased pursuant to the underwriting agreement to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $        per share. After this offering, the public offering price and concession may be changed by the underwriters. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus; provided that the underwriters’ commissions and discounts will be 4.0% on any portion of the gross proceeds from sales to investors sourced solely by us.

In connection with the sale of the common stock to be purchased by the underwriters, the underwriters will be deemed to have received compensation in the form of underwriting commissions and discounts. The underwriters’ commissions and discounts will be 8.0% of the gross proceeds of this offering, or $        per share of common stock, based on the public offering price per share set forth on the cover page of this prospectus.

We have also agreed to reimburse Roth Capital Partners at closing for legal expenses incurred by it in connection with the offering up to a maximum of $65,000.

The following table shows the underwriting discounts and commissions payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option to purchase additional shares of common stock we have granted to the underwriters):

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Indemnification

Pursuant to the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, including liabilitiesThe Shares may also be sold under Rule 144 under the Securities Act, if available for the Selling Shareholders, rather than under this prospectus. The Selling Shareholders have the sole and absolute discretion not to accept any purchase offer or make any sale of Shares if they deem the purchase price to contributebe unsatisfactory at any particular time.

The Selling Shareholders may pledge their shares to paymentsbrokers under the margin provisions of customer agreements. If a Selling Shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged Shares. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the underwriters or such other indemnified partiesShares offered under this prospectus may be requireddeemed to make in respect of those liabilities.

Lock-Up Agreements

We have agreed not to (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; (ii) enter into any swap or other arrangement that transfers, in whole or in part, anybe “underwriters” within the meaning of the economic consequences of ownership of shares of common stock; or (iii) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of Roth Capital Partners for a period of 90 days following the date of this prospectus (the “Lock-up Period”). This consent may be given at any time without public notice. These restrictions on future issuances are subject to exceptions for (i) the issuance of shares of our common stock sold in this offering, (ii) the issuance of shares of our common stock upon the exercise of outstanding options or warrants and the vesting of restricted stock awards or units, (iii) the issuance of employee stock options not exercisable during the Lock-up Period and the grant, redemption or forfeiture of restricted stock awards or restricted stock units pursuant to our equity incentive plans or as new employee inducement grants and (iv) the issuance of common stock or warrants to purchase common stockSecurities Act in connection with mergersthese sales. Commissions received by these broker-dealers or acquisitionsagents and any profit on the resale of securities, businesses, propertythe Shares purchased by them may be deemed to be underwriting commissions or other assets, joint ventures, strategic alliances, equipment leasing arrangements or debt financing.

In addition, each of our directors and executive officers has entered into a lock-up agreement with the underwriters. Under the lock-up agreements, the directors and executive officers may not, directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning of Rule 16a-1(h)discounts under the Securities Exchange Act of 1934, as amended,Act. Any broker-dealers or agents that are deemed to be underwriters may not sell Shares offered under this prospectus unless and until we set forth the Exchange Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly announce any intention to do anynames of the foregoing, withoutunderwriters and the prior written consentmaterial details of Roth Capital Partners, fortheir underwriting arrangements in a period of 90 days from the closing date of this offering. This consent may be given at any time without public notice. These restrictions on future dispositions by our directors and executive officers are subjectsupplement to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions and (ii) transfers of securities to one or more trusts for bona fide estate planning purposes. Each officer and director shall be immediately and automatically released from all restrictions and obligations under the lock up agreement in the event that he or she ceases to be a director or officer of our company and has no further reporting obligations under Section 16 of the Exchange Act.

Electronic Distribution

This prospectus may be made available in electronic format on websites or through other online services maintained by the underwriters or by their affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus or, if required, in electronic format, the information on the underwriters’ websites or our website and any information containeda replacement prospectus included in any other websites maintained by the underwriters or by us is not part of this prospectus ora post-effective amendment to the registration statement of which this prospectus formsis a part.

The Selling Shareholders and any other persons participating in the sale or distribution of the Shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the Shares by, the Selling Shareholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the Shares. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

If any of the Shares offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the Selling Shareholders will sell all or any portion of the Shares offered under this prospectus.

The Company will pay all fees and expenses incident to the registration of the Shares being offered under this prospectus. The Selling Shareholders are each individually responsible for paying any discounts, commissions and similar selling expenses it incurs.

We and the Selling Shareholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part has not been approved and/of this prospectus or endorsed by ushaving given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the underwriterregistration or offering of the Shares was employed on a contingency basis, or had, or is to receive, in its capacity as underwriter, and should not be relied upon by investors.

Price Stabilization, Short Positions and Penalty Bids

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

•        Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•        Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short positionsubstantial interest, direct or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchaseindirect, in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close outregistrant. Nor was any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•        Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•        Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Selling Restrictions

European Economic Area

In particular, this document does not constitute an approved prospectus in accordance with European Commission’s Regulation on Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant Member State) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordanceperson connected with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offerregistrant as a promoter, managing or principal underwriter, voting trustee, director, officer of securities to the public in that Relevant Member State at any time:employee.

•        to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•        to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in the last annual or consolidated accounts; or

•        in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

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LEGAL MATTERS

The validity of the sharesissuance of common stock offeredthe securities hereby will be passed upon for us by Nelson Mullins Riley & Scarborough LLP, Raleigh, North Carolina. Dickinson Wright PLLC, Ann Arbor, Michigan, has acted as counsel for the underwriters.

EXPERTS

The financial statements of Arcimoto, Inc. included in the Company’s Annual Report on Form 10-Kas of December31, 2018 and 2017 and for the years thenyear ended December 31, 2022, incorporated by reference in this prospectus by reference to Arcimoto, Inc.’s annual report on Form 10-K for the year ended December 31, 2022, have been audited by dbbmckennon,Deloitte & Touche LLP, an independent registered public accounting firm, as set forthstated in their report thereon and incorporated herein by reference.report. Such financial statements are incorporated herein by reference in reliance upon suchthe report (which report includes an explanatory paragraph as to the Company’s ability to continue as a going concern) given on the authority of such firm given their authority as experts in accounting and auditing.

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The financial statements of Arcimoto, Inc. as of and for the year ended December 31, 2021, incorporated by reference in this prospectus by reference to Arcimoto, Inc.’s annual report on Form 10-K for the year ended December 31, 2022, have been audited by dbbmckennon, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

TRANSFER AGENT 

Our transfer agent is Broadridge Financial Solutions, Inc., located at 51 Mercedes Way, Edgewood, NY 11717.

LEGAL PROCEEDINGS

From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition and results of operations. As of August 21, 2023, there are no pending, nor to our knowledge threatened, legal proceedings against us.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporateincorporate by reference”reference much of the information that we file with them. Incorporation by reference allows us tothe SEC, which means that we can disclose important information to you by referring you to those otherpublicly available documents. The information incorporatedthat we incorporate by reference in this prospectus is an importantconsidered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-1 under the Securities Act, with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporatedincorporates by reference in, the registration statementdocuments listed below (other than any portions of such documents that are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed below in “Where You Can Find More Information.” The documents we are incorporating by reference into this prospectus are:

•        our Annual Report onForm 10-K for the fiscal year ended December31, 2018, filed with the SEC pursuant to Section 13(a) ofdeemed “filed” under the Exchange Act on March29, 2019;

•        our Quarterly Report onForm 10-Q for the quarter ended March31, 2019, filedin accordance with the SEC pursuant to Section 13(a) of the Exchange Act on May9, 2019;

•        our Quarterly Report onForm 10-Q for the quarter ended June30, 2019, filed with theand applicable SEC pursuant to Section 13(a) of the Exchange Act on August14, 2019;rules):

•        our Definitive Proxy Statement onSchedule 14A, filed with the SEC on April1, 2019; and

•        our Current Reports on Form 8-K filed with the SEC pursuant to Section 13(a) of the Exchange Act onMarch25, 2019 (not including Item 7.01 thereof and related Exhibit 99.1),May16, 2019 (relating to Items 3.02, 5.02, 5.03 and 5.07),July2, 2019,September18, 2019 andOctober4, 2019.

In addition, all documents subsequently filed by us pursuant to SectionSections 13(a), 13(c), 14 or 15(d) of the Exchange Act, beforeas amended, prior to the datetermination of the offering (excluding any offering is terminated or completed areinformation furnished rather than filed) shall be deemed to be incorporated by reference into and to be a part of, this prospectus. In no event, however, will any of the information, including exhibits, that we disclose under Item 2.02 and Item 7.01 of any Current Report on Form 8-K that has been or may, from time to time, be furnished to the SEC to be incorporated into or otherwise become a part of this prospectus.

Any statementinformation contained in this prospectus or in aany document incorporated or deemed to be incorporated by reference intoin this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in thisany prospectus supplement or any other subsequently filed document that is deemedfree writing prospectus provided to be incorporatedyou by reference into this prospectusus modifies or supersedes the original statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will furnish without chargeprovide to you, on written or oral request,each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference includingin this prospectus but not delivered with this prospectus (and any exhibits specifically incorporated in such information), at no cost, upon written or oral request to these documents. You should direct any requests for documents to us at the following address:

Arcimoto, Inc.,

2034 West 2nd2nd Avenue,

Eugene, Oregon 97402

Tel. No. (541) 683-6293. 683-6293

Copies of these filings are also available, through the “Investor” section ofwithout charge, on our website atwww.arcimoto.com. For other ways to as soon as reasonably practicable after they are filed electronically with the SEC. You may also obtain a copy of these filings, please refer to “Where You Can Find More Information” below.

You should rely onlyadditional information about us by visiting our website. The information set forth on, information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information differentaccessible from that contained in this prospectus or incorporated by reference therein. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitationour website is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.a part of this prospectus.

25

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1S-1 under the Securities Act with respect to the shares of our common stocksecurities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our common stocksecurities offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address ishttp://www.sec.gov.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website athttp://www.sec.gov. We also maintain a website athttp://www.arcimoto.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus. You may also request a copy of these filings, at no cost, by writing or telephoning us at: 2034 West 2^nd Avenue, Eugene, Oregon 97402, (541) 683-6293.

On December27, 2018, we issued a senior secured note in the principal amount of $3,000,000 in connection with a public offering of shares and warrants. The note is secured by a perfected first secured lien on all our assets. The note was issuedwarrants are being sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, available under Section 4(a)(2) and Rule 506(b) of 1933, as amended.Regulation D promulgated thereunder.

During

On August 15, 2023, the quarter ended March31, 2018, weCompany issued 20,000shares of restrictedand sold to an investor common stock in connection with retainingpurchase warrants to purchase up to an investor relations firm as a portionaggregate of its fees for investor relations services. We issued these650,000 shares of Common Stock. The Series D Preferred Shares and the warrants are being sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, of 1933, as amended.

Between October13, 2016available under Section 4(a)(2) and February1, 2017, we issued notes payable in aRule 506(b) of Regulation D offering amounting to $450,000, of which $150,000 were to related parties. As of August31, 2017, the notes had accrued interest of approximately $23,000. On August31, 2017, the notes were converted to 80,832shares of our common stock, at a price of $5.85 per share, which represented 90% of the $6.50 per share price in our Regulation A offering. Proceeds were used for operations and offering costs in preparation for our Regulation A offering.promulgated thereunder.

On September20, 2017, 15,000 warrants issued to employees under our Second Amended and Restated 2012 Stock Benefit Plan pursuant to Rule 701 of the Securities Act were exercised in a cashless transaction resulting in the issuance of 13,846shares of common stock. As this was a cashless exercise, there were no proceeds to us.

Between September19, 2017 and September29, 2017, we sold 2,936,757shares of common stock in the initial closing of our Regulation A offering at a public offering price of $6.50 per share. We received net proceeds of approximately $18,032,000 in this closing after deducting underwriter commissions of approximately $1,049,000 and escrow closing fees of $8,000.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

The following documentsexhibits to the registration statement are filed as exhibitslisted in the Exhibit Index to this registration statement.

____________

*        To be filedstatement and are incorporated herein by amendment.reference.