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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 25, 2022

 

ARCIMOTO, INC.

(Exact name of registrant as specified in its charter)

 

Oregon

(State or other jurisdiction of incorporation)

 

001-38213   26-1449404
(Commission   (IRS Employer
File Number)   Identification No.)

 

2034 West 2nd Avenue, Eugene, OR 97402

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (541) 683-6293

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, no par value   FUV   Nasdaq Global Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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

 

 

 

 

 

Item 4.01.  Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

On April 25, 2022, the Audit Committee (the “Audit Committee”) of the Board of Directors of Arcimoto, Inc., approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022, effective upon the signing of the engagement letter on April 27, 2022. On April 26, 2022 the Company dismissed dbbmckennon as the Company's independent registered public accounting firm.

 

The reports of dbbmckennon on the Company's consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2021 and 2020, and through April 26, 2022, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with dbbmckennon on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of dbbmckennon would have caused dbbmckennon to make reference thereto in its reports on the consolidated financial statements for such years.

 

There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2021 and 2020, or in the subsequent period through April 26, 2022.

 

The Company provided dbbmckennon with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that dbbmckennon furnish the Company with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not dbbmckennon agrees with the statements related to them made by the Company in this report.

 

A copy of dbbmckennon’s letter to the SEC dated April 26, 2022 is filed as Exhibit 16.1 to this report.

 

(b) Engagement of New Independent Registered Public Accounting Firm.

 

As disclosed above, on April 25, 2022, the Audit Committee of the Board of Directors of the Company approved the engagement of Deloitte as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022, effective April 27, 2022.

 

During the fiscal years ended December 31, 2021 and 2020 and through April 26, 2022, neither the Company, nor anyone on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  Description
16.1   Letter from dbbmckennon, dated April 26, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ARCIMOTO, INC.
     
Date: April 27, 2022 By: /s/ Mark Frohnmayer
    Mark Frohnmayer
    Chief Executive Officer

 

 

 

 

 

 

 

 

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