WR Hambrecht + Co Raises $19.5 Million in a Reg A+ Offering for Arcimoto

September 21, 2017

Arcimoto Listed on Nasdaq - FUV

Arcimoto Now Listed on Nasdaq: FUV

San Francisco, CA (September 21, 2017):  WR Hambrecht + Co successfully completed a Regulation A+ offering for Arcimoto (FUV) – raising $19. 5 million for the makers of the worlds’ first Fun Utility VehicleTM – an affordable and practical pure electric vehicle for everyday commuters and fleets.

WR Hambrecht + Co served as the sole and exclusive underwriter for Arcimoto’s Reg A+ IPO and used its extensive network of broker-dealer partners to place 3 million shares at an offering price of $6.50 per share.

The Arcimoto Reg A+ IPO was qualified by the SEC on August 15, 2017 and the subscription period was closed on September 15.  Arcimoto begins trading on the NASDAQ Capital Market on Thursday, September 21, 2017 under the ticker symbol FUV.

The use of proceeds will help fuel the full production of Arcimoto’s SRK.  The Arcimoto SRK defines the Fun Utility Vehicle category, delivering a thrilling ride experience, exceptional maneuverability, full comfort for two passengers with gear, optimal urban parkability, and ultra-efficient operation, at an affordable target base model price of $11,900. It sports a top speed of 80 mph, a range of 70 or 130 miles (model-dependent), and an efficiency of 230 MPGe. General availability is expected in Q2 2018. Interested consumers are encouraged to place a $100 pre-order to hold their place in line at Arcimoto.com/preorder.

“We believe that Reg A+ IPOs, listed on a national exchange, hold a tremendous opportunity for all classes of investors, and we are pleased to be part of rebuilding the small cap market for these investors and for issuers of promising companies like Arcimoto” said John Hullar, Managing Partner at WR Hambrecht + Co.

The offering for Arcimoto (FUV) follows WRH+Co’s sole managed Reg A+ IPO for ShiftPixy (PIXY), which began trading on Nasdaq on June 30, 2017.

It is WR Hambrecht + Co’s contention that Regulation A+, introduced as part of the Jumpstart Our Business Startups (JOBS) Act, represents a totally new platform for providing growth capital to promising, early stage companies. And has the potential to stimulate the economy. The Reg A+ format confers several advantages to issuers, including the reach to a broader and greater number of investors, a more time efficient review process, and significantly lower costs to the issuer with combined legal and accounting fees for Arcimoto’s offering a fraction of the cost of a typical, fully registered S-1 offering.

Now Qualified – Arcimoto Goes Public Under Regulation A

August 11, 2017

Invest Now in Arcimoto

Shares of Arcimoto are Available to Retail Investors Effective Immediately

Arcimoto, makers of the world’s first Fun Utility Vehicle, is preparing its offering for public listing on NASDAQ with WR Hambrecht +Co as the sole and exclusive underwriter.

San Francisco, CA — WR Hambrecht + Co announces that the Reg A+ IPO for Aricmoto has received qualification from the SEC. Concurrent with the live offering, the Company has begun preparing an S-1 format Form 1-A and Nasdaq Capital Market application in anticipation of a possible public listing of the stock at the conclusion of the offering.

Effective immediately, retail investors can purchase equity in Arcimoto at $6.50 per share and participate in the company’s global mission to catalyze a shift to a sustainable transportation system. That mission serves the public interest around the world through the design, development and manufacture of the Arcimoto SRK everyday electric vehicle, bringing highly affordable, environmentally friendly and extraordinarily efficient transportation within reach of virtually everyone.

Arcimoto Logo

Invest Now

“Our team is excited and honored to support this offering from Arcimoto, because their vehicles hold the potential to create a significant paradigm shift in how we all think about mobility, which could represent a tremendous opportunity for all classes of investors,” said John Hullar, Managing Partner, WR Hambrecht + Co. “We are pleased to represent the Arcimoto Reg A+ IPO and to announce that the subscription period is now open to retail investors.”

“Our thesis since the beginning has been to develop an incredibly fun and highly useful vehicle at a disruptive price point the mass market can afford,” said Mark Frohnmayer, President and founder of Arcimoto. “We believe the Arcimoto SRK will deliver on that vision: our target base model price of $11,900 is about a third of what a typical new electric car costs, and the near universal expression of glee from test drivers prompted us to dub it the world’s first Fun Utility Vehicle. Today we are delighted to announce the availability of Arcimoto shares to the public, and the opportunity for citizens and everyday investors to take part in our mission to move the world towards a sustainable transportation system.”

To purchase shares in Arcimoto please visit the Arcimoto Offering Summary to review the Preliminary Offering Circular and other investor research before investing.

Arcimoto Preliminary Offering Circular

About WR Hambrecht + Co
WR Hambrecht + Co has been focused on opening the investing world to as many people as possible at fair market prices and was instrumental in reforming Regulation A to help accomplish that for growth companies and investors. Its Regulation A+ strategy is a continuation of the Hambrecht legacy of conducting small public offerings for what were once considered high-risk start-ups that are now household names and Fortune 500 companies.

About Arcimoto
Headquartered and manufactured in Eugene, Oregon, Arcimoto is devising new technologies and patterns of mobility that together raise the bar for environmental efficiency, footprint and affordability. Available for pre-order today with a target purchase price of $11,900, Arcimoto’s SRK defines the Fun Utility Vehicle category: it’s the lightest, most affordable and performance-packed electric vehicle suitable for the daily driver. For more information please visit arcimoto.com.

 

ShiftPixy Prepares its IPO listing with Nasdaq with Plans to Close its Reg A+ IPO this June

May 31, 2017

ShiftPixy Prepares 2017 IPO Listing

San Francisco, CA – May 31, 2017 – WR Hambrecht + Co announces that ShiftPixy, Inc. (NASDAQ: PIXY) (“ShiftPixy”), has filed an amendment to its Form 1-A Offering Circular for the offering of common stock under SEC Regulation A and plans to list on The Nasdaq Capital Market following the conclusion of the offering. WR Hambrecht + Co is acting as representative underwriter for the Reg A+ Initial Public Offering for ShiftPixy.

“Our team is passionate about growth companies such as ShiftPixy, because they represent a great opportunity for all classes of investors,” said John Hullar, Managing Partner, WR Hambrecht + Co.  “We are pleased to offer Reg A+ IPOs to investors and that ShiftPixy will bring its Regulation A+ offering to the NASDAQ market.”

About ShiftPixy

ShiftPixy is a disruptive human capital management (HCM) services provider, revolutionizing employment in the Gig Economy by delivering a next-gen platform for workforce management that helps shift-based businesses navigate regulatory mandates, minimize administrative burdens, and connect them with a ready-for-hire workforce. With expertise rooted in management’s nearly 25 years of workers’ compensation and compliance programs, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy. ShiftPixy’s complete HCM ecosystem manages regulatory requirements and compliance with regard to paid time off (PTO) laws, insurance and workers’ compensation, minimum wage increases, and the Affordable Care Act (ACA) as well as other applicable employment related laws and regulations.

ShiftPixy Co-Founder and CEO, Scott Absher, stated that “Everyone has worked very hard over many months to secure qualification of ShiftPixy’s IPO Offering Statement with the SEC.  In anticipation of the SEC’s qualifying our offering in the near future, we are all excited to start our investor roadshow and other sales activities necessary to successfully close our IPO in the coming weeks.”

About WR Hambrecht + Co

WR Hambrecht + Co has been focused on opening the investing world to as many people as possible at fair market prices and was instrumental in reforming Regulation A to help accomplish that for growth companies and investors. Its Regulation A+ strategy is a continuation of the Hambrecht legacy of conducting small public offerings for what were once considered high-risk start-ups that are now household names and Fortune 500 companies.

Legal Disclaimer

No money or consideration is being solicited by the information in this press release or any other communication and, if sent, money will not be accepted and will be promptly returned. No offer by a potential investor to buy our securities can be accepted and, if made, any such offer can be withdrawn before qualification of this offering by the SEC. A potential investor’s indication of interest does not create a commitment to purchase the securities we are offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met after the offering qualification date.

The offering, after qualification by the SEC, will be made only by means of the Offering Circular. Any information in this press release or any other communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification for sale as provided in Regulation A+ in any such state or jurisdiction.

The Offering Circular can be found here: https://www.sec.gov/Archives/edgar/data/1675634/000147793217002404/pixy_1apos.htm.

 

WR Hambrecht + Co Reports on Reg A+ at the SEC’s Advisory Committee on Small and Emerging Growth Companies

May 10, 2017

Rob Malin, Head of Equity Capital Markets, delivered a presentation on the emerging Reg A+ market before the SEC’s Advisory Committee on Small and Emerging Companies (ACSEC) in Washington DC.

Rob Malin

Robert Malin, Managing Director & Head of Equity Capital Markets at WR Hambrecht + Co

Rob Malin reported to the commission on the market reception for Reg A+ offerings and WRH+Co’s experience in bringing emerging growth companies to the market through Reg A+.

WRH+Co has been focused on opening the investing world to as many people as possible at fair market prices and was instrumental in reforming Regulation A to help accomplish that for growth companies and investors.

We expect that WR Hambrecht +Co’s early experience will benefit the entire sector as we build a public track record of successful capital raises under Reg A+ and aim to rebuild the small cap market and gain liquidity for the issuer and investor through listed shares on a public marketplace.

WRH+Co is currently working with several companies on Reg A+ offerings including an active offering for ShiftPixy, which is expected to close this Summer. WRH+Co served as Capital Markets Advisor to Elio Motors for its Reg A+ Mini IPO Elio Motors (OTCQX: ELIO) shares.

WR Hambrecht + Co is making sure everyday investors can take part in Reg A+ Mini IPOs

June 09, 2016

Whitney-White-Equities-Quote-980x588

San Francisco, June 9, 2016 – Whitney White, head of capital markets, gives his view on current investment opportunities for Reg A+ mini-IPOs in an interview with Equities.com. Whit shares his perspective from the time he joined WR Hambrecht + Co to help build the OpenIPO platform. In this interview Whitney gives a good overview of the firm’s history built on the founder, Bill Hambrecht’s, vision of building a transparent, technology-driven process that would level the playing field and enable all classes of investors to participate in IPOs, to be part of the pricing. Attached is the link to the article that serves as a firm update and an update on how WR Hambrecht + Co has evolved to lead the IPO A+ mini-IPO market for investors and issuers.

 

WRH+Co will lead Reg A+ Teach-in for Investors at Sidoti Conference 2016

March 29, 2016

 

Sidoti Emerging Growth Conference 2016

WRH + Co Teach-in – Regulation A+ Creates New Options for Investors.

Principals of WRH+Co will lead a teach-in for the Investor on Reg A+ at the Sidoti Emerging Growth Conference highlighting the new opportunities to invest in potentially high-growth companies through the new A+ IPO. John Hullar, Managing Partner, Whitney White, Head of Capital Markets, and Kurt Kruger, Head of the Life Science Practice, will lead WRH+Co’s Q&A Session at the Sidoti Emerging Growth Conference at 4:00pm on Thursday, March 31, 2016.

Regulation A+ Creates New Options for Investors

Reg A+ was intended to help revive the small cap market by allowing early stage growth companies to raise up to $50 million in a public offering through a process that provides streamlined and lower-cost access to the capital markets for the issuer and gives the investor the opportunity to participate in the IPO for these potentially high growth companies. Other advantages include a more open selling process with the opportunity to “Test the Waters,” and the transparency of pre-IPO research available to all investors. Seeking a broad audience of investors, Reg A+ offerings may include novel selling practices such as the use of crowd funding, and other internet-enabled methods. Because the securities offered under Reg A+ are freely tradable, Over-the-Counter ATSes (such as OTCQX, provided by OTC Markets Group) and national exchanges like NYSE and NASDAQ will be used to provide secondary market liquidity.

WRH+Co has Developed a Web-Enabled Platform for Investors

WRH+Co has developed a hybrid, web-enabled platform for public transactions that gives interested investors access to the offering circular and marketing materials, as well as the ability to register their interest level and ultimately even invest directly online if they choose. Please see www.wrhambrecht.com for access to the offering circulars and marketing materials for all current offerings.

About WR Hambrecht + Co
WR Hambrecht + Co was founded in 1998 to level the playing field for investors and issuers. Our Founder, Bill Hambrecht, is a Silicon Valley pioneer who has been financing growth companies from Apple to Google during his time at Hambrecht & Quist and WRH+Co. Since inception WRH+Co has been championing and financing emerging growth companies and currently has four Reg A+ offerings in process and several others preparing a Form 1-A for submission. Active offerings are Aperion Biologics, Allegiancy, BeautyKind and NewsBeat Social.

 

Elio Motors Raises Capital with Reg A+ IPO

March 08, 2016

Elio-Motors-Raises-Capital-with-Reg-A-IPO-980x588

Elio Motors is the first US based organization to raise capital using Regulation A+ — WR Hambrecht + Co Serves as Elio Motors’ Capital Markets Advisor

SAN FRANCISCO, CA, March 8, 2016 – On February 19, Elio Motors‘ shares launched on OTCQX. It became the first US-based organization to raise capital using Regulation A+, and also the first to have its shares publicly traded. Nearly $17M in funding was raised on the StartEngine Crowdfunding platform, and those shares are now trading on the OTCQX market. WR Hambrecht + Co serves as Elio Motors’ capital markets advisor and Designated Advisor for Disclosure (DAD), responsible for providing professional guidance on OTCQX requirements, U.S. securities laws, and corporate finance strategy.

WR Hambrecht + Co is currently marketing four new Regulation A+ offerings, acting as sole underwriter for Allegiancy Inc., Aperion Biologics Inc., BeautyKind, and NewsBeat Social.

“We’ve been engaged by a lot of great companies looking to take advantage of the new Regulation A, and I’m glad that we can now get started,” said John Hullar, Managing Partner. “We support the expansion of the Regulation A exemption, because it creates a new option for early-stage growth companies to access public markets through the A+ IPO, which benefits entrepreneurs and Investors, creates jobs and boosts the economy.”

In March 2015, the United States Securities and Exchange Commission (SEC) finalized rules under Title IV of the 2012 Jumpstart Our Business Startups (JOBS) Act, which paved the way for private companies to raise up to $50 million from accredited and non-accredited investors alike. This ruling is known as “Regulation A+.”

These Regulation A reforms will transform and reinvigorate a capital raising for smaller companies, their executives, and their early funders. W.R. Hambrecht + Co., LLC and its founder, Bill Hambrecht, have been longtime advocates for these reforms, and were cited over 40 times in the SEC’s adoption of the rule implementing these changes. WR Hambrecht +Co is now leading the efforts to take advantage of these changes to help numerous great companies obtain the capital they need to survive and grow.

About Elio Motors
Founded by car enthusiast Paul Elio in 2009, Elio Motors Inc. represents a revolutionary approach to manufacturing an ultra-high-mileage vehicle. The three-wheeled Elio is engineered to attain a highway mileage rating of up to 84 mpg, while providing the comfort of amenities such as power windows, power door lock and air conditioning, accompanied by the safety of multiple air bags and an aerodynamic, enclosed vehicle body. Starting MSRP excludes options, destination/delivery charge, taxes, title and registration. Anticipated production date is based upon timely receipt of requisite funding.

About WR Hambrecht + Co
WR Hambrecht + Co was founded in January 1998 to level the playing the field for investors and corporate clients. Like its predecessor firm, Hambrecht & Quist, WRH+Co seeks to identify high prospect growth-stage companies, and then enable access to the capital necessary to fund development, marketing and infrastructure so that these companies can achieve their full potential. WRH+Co’s Regulation A+ strategy is a continuation of Bill Hambrecht’s legacy of conducting small public offerings for what were once considered high-risk start-ups that are now household names and Fortune 500 companies.

Contact Helen Miazga at hmiazga@wrhambrecht.com, or 415-551-3237 or online at wrhambrecht.com.

Disclaimer
These securities are highly speculative. Investing in shares of Elio Motors, Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. To obtain a copy of the Offering Circular, go to http://www.eliomotors.com/equity or click here to download directly.

 

What Regulation A+ Means for Investors

August 07, 2015

This is another installment in a series of blogs from W.R. Hambrecht + Co., LLC. In this series, we will explore the capital raising challenges facing small and emerging companies and recent regulatory changes that should greatly help executives, venture capitalists, and individual investors meet these challenges head-on.

Investing is almost always a risk/reward proposition. Most start-ups fail. But many don’t. The ones that are successful can lead to significant rewards for their early investors. Who wouldn’t want to have been an early investor in Apple or Google (two companies who we helped take public)? But how do you get to invest?

Until recently, the federal securities laws have largely prevented most ordinary investors from funding early-stage companies. Experienced angel and venture investors that were plugged into the groups, law firms, and brokers-dealers were able to see the deals. But ordinary investors were generally shut out of these opportunities.

Private placements couldn’t be advertised in public, and sales could only be to so-called “accredited investors.” So, if you knew somebody, and you have a lot of money, then you could participate. But if not, then you pretty much had to wait until after an IPO, if one ever came.

Regulation A+ Creates New Options for Investors

On June 19, 2015, revisions to Regulation A (often called Reg A+) became effective, and the world changed. Reg A+ allows companies to raise up to $50 million (including up to $15 million from selling shareholders) from the public markets.

Investors should know that there are two tiers of Reg A offerings. “Tier 1” offerings allow companies to raise up to $20 million, while “Tier 2” offerings allow companies to raise up to $50 million a year. The rules are very different for these two tiers, and investors should be cognizant of the differences.
For companies raising only smaller amounts of capital, but who don’t necessarily have audited financials or the ability to provide much in the line of ongoing reporting requirements, Tier 1 is an option. Investors should be keenly aware of the risks these companies present. These may be offered over the internet, likely with the help of a smaller law firm. Investors should be very careful to conduct their own due diligence of these offerings, particularly if there isn’t an investment bank involved. That’s because investment banks helping with offerings have to conduct basic levels of due diligence to ensure that the companies, the management, and the offerings are all legitimate. States’ regulations of these securities may provide additional protections, but may also limit how tradable and valuable the securities are for investors.

Tier 2 offerings provide significant additional protections for investors, but also additional costs for companies. Most importantly, companies who sell securities using Tier 2 have audited financials and have committed to providing ongoing reporting that should keep investors informed about key issues for the company.

As far as liquidity goes, there should be plenty of places for Tier 2 offerings to trade. For example, OTC Markets Group recently proposed revising its Standards for its OTCQB platform to accept the Tier 2 ongoing reporting as adequate to allow for quoting and trading on its platform. Of course, a company could list on NYSE or Nasdaq, and thus become a full Exchange Act reporting company (with full quarterly SEC filings). And we expect other trading venues to pop up as well. Thus, under Tier 2, no matter what, investors should be able to stay well-informed about their companies and have venues where they can trade their securities.

We expect that ordinary investors seeking to get in on great growth-stage companies may soon be able to access them. Finally. This is the democratization of capital.

If you are an investor looking to access great growth-stage companies, please contact us.

Press Release: Statement on SEC’s New Regulation A

June 22, 2015

FOR IMMEDIATE RELEASE: June 22, 2015

Helen Miazga
WR Hambrecht + Co
(212) 313-3237
hmiazga@wrhambrecht.com

W.R. Hambrecht + Co., LLC Statement on SEC’s New Regulation A

On Friday, June 19, 2015, new rules to expand and update Regulation A became effective, marking the first day that great small and emerging companies can now take advantage of them. These changes were mandated by Section 401 of the Jumpstart Our Business Startups Act (or JOBS Act), and were adopted by the Securities and Exchange Commission on March 25, 2015.

These Regulation A reforms will transform and re-invigorate a capital raising for smaller companies, their executives, and their early funders. W.R. Hambrecht + Co., LLC and its founder, Bill Hambrecht, have been longtime advocates for these reforms, and were cited over 40 times in the SEC’s adoption of the rule implementing these changes. We are now leading the efforts to take advantage of these changes to help numerous great companies obtain the capital they need to survive and grow.

“We’ve been engaged by a lot of great companies looking to take advantage of the new Regulation A, and I’m glad that we can now get started,” said John Hullar, Managing Partner. “As with any new thing, we’re working through some technical issues, but because so many of our clients are working through these issues at the same time, we’re moving quite quickly to match these great companies with investors eager to provide them with capital.”

About WR Hambrecht + Co: WR Hambrecht + Co was founded in January 1998 to level the playing field for investors and our corporate clients. Our Founder and Chairman, Bill Hambrecht, is a Silicon Valley pioneer that has been financing growth companies from Apple to Google during his time at Hambrecht & Quist and WRH+Co. The firm’s impartial auctions have dramatically changed the traditional investment banking landscape by allowing the market itself to determine pricing and allocations.

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Regulation A+ Part Two:
Advantages for Founders, Employees, and Early Investors

May 04, 2015

This is another installment in a series of blogs from W.R. Hambrecht + Co., LLC. In this series, we will explore the capital raising challenges facing small and emerging companies and recent regulatory changes that should greatly help executives, venture capitalists, and individual investors meet these challenges head-on.


Growing a Small Businesses is Challenging

Even the most promising small companies have a lot of challenges. Two right at the top of the list are:

  1. attracting and retaining great employees and
  2. getting the capital they need to survive, adapt, and grow.

And as any good entrepreneur knows, the expansion from a handful of employees to the first 100 is often the hardest part. The company may be too large to keep financing it with your friends and family or with the angel investor(s) you’ve had all along. And banks won’t lend you nearly what you need.

Viable Options for Raising Capital Have Been Limited

In recent years, this dilemma has resulted in essentially one of two paths—multiple rounds of venture capital investing or selling out. Both may be viable options, but both present significant challenges for founders, employees, and early investors. With venture investors, a company’s early investors and founders may be heavily diluted each successive round—threatening the culture and vision of the firm. Although they help to pay salaries, these investments often hurt employee attraction and retention because they typically dilute employees’ interests. And being acquired is often the end of the ride.

Public financing for growth-stage companies has all but fallen off the table in recent years amid ever-climbing legal and compliance costs. Until now.

Regulation A+ Creates Viable New Options

On March 25, 2015, the SEC adopted revisions to Regulation A (often called Reg A+). This new rule puts public financing back on the table for great small and emerging companies. It allows management to raise capital from all types of investors, not just a handful of venture funds, giving them leverage to fight dilution and maintain their company’s culture. Just as important, Reg A+ opens up the valuation of the company beyond what just a small subset of the investing world might think. It gives employees freely-tradable securities that they can sell right away. If anyone wants to know the value of their holdings, they can just look to the public quote. And it gives early investors the opportunity to monetize some of their success.

Regulation A will allow companies to raise up to $50 million (including up to $15 million from selling shareholders) from the public markets. It throws open the doors to capital formation by giving a much larger pool of investors access to great companies. While there are some upfront costs and documentation requirements that don’t come with most private offerings, these costs should be less than those of a full IPO.

The Two Types of Regulation A+ Offerings: Tier 1 and Tier 2

Regulation A provides two tiers of offerings, with the filing obligations scaled to the size of the offering and the capabilities of the company. For offerings up to $20 million, “Tier 1” allows companies to raise capital without audited financials and without significant ongoing reporting requirements. For offerings up to $50 million, ”Tier 2” allows for abridged initial filings and ongoing reporting requirements, which should generally be far more streamlined than full Exchange Act reporting requirements, including the oft-dreaded Sarbanes-Oxley.

With lower costs and modest filing requirements compared to a fully-registered public offering, but with many of the advantages of one, we expect the new Regulation A to be an attractive option for founders, employees, and early investors.