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Form SC 13G Arcimoto Inc Filed by: WR Hambrecht Ventures III, L.P.

June 21, 2018 5:16 PM EDT

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

  

Arcimoto, Inc.

 

(Name of Issuer)

  

Common Stock, no par value

 

(Title of Class of Securities)

 

039587100

 

(CUSIP Number)

  

February 14, 2018

 

(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

  

 

 

 

CUSIP No. 039587100

Page 2 of 23

  

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

WR Hambrecht Ventures III, L.P.

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     0

6.

Shared Voting Power

 

     1,088,456

7.

Sole Dispositive Power

 

     0

8.

Shared Dispositive Power

 

     1,088,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,088,456

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     6.8%(1)

12.

Type of Reporting Person

 

     PN

 

 

 

1 Based on 15,919,215 shares of common stock, no par value per share of Arcimoto, Inc. (the “Common Stock”) outstanding as of May 8, 2018, as reported by Arcimoto, Inc., (the “Issuer”) in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 14, 2018 (the “Form 10-Q”).

 

 

CUSIP No. 039587100

Page 3 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Hambrecht Partners Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     0

6.

Shared Voting Power

 

     1,088,456

7.

Sole Dispositive Power

 

     0

8.

Shared Dispositive Power

 

     1,088,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,088,456

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     6.8%(1)

12.

Type of Reporting Person

 

     OO

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

 

CUSIP No. 039587100

Page 4 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Elizabeth Hambrecht

2.

Check the Appropriate Box if a Member of a Group
 

                                                    (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     9,832

6.

Shared Voting Power

 

     1,088,456

7.

Sole Dispositive Power

 

     9,832

8.

Shared Dispositive Power

 

     1,088,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,098,288

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     6.9%(1)

12.

Type of Reporting Person

 

     IN

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 5 of 23

 

   
1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

John Hullar

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     98,323

6.

Shared Voting Power

 

     1,088,456

7.

Sole Dispositive Power

 

     98,323

8.

Shared Dispositive Power

 

     1,088,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,186,779

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     7.5%(1)

12.

Type of Reporting Person

 

     IN

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

 

CUSIP No. 039587100

Page 6 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Paramour Capital

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     100,000

6.

Shared Voting Power

 

     0

7.

Sole Dispositive Power

 

     100,000

8.

Shared Dispositive Power

 

     0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     100,000

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     0.6%(1)

12.

Type of Reporting Person

 

     OO

 

  

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 7 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Michael A. Kramer

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     0

6.

Shared Voting Power

 

     1,188,456

7.

Sole Dispositive Power

 

     0

8.

Shared Dispositive Power

 

     1,188,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,188,456

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     7.5%(1)

12.

Type of Reporting Person

 

     IN

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 8 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

WM Electric Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     50,000

6.

Shared Voting Power

 

     0

7.

Sole Dispositive Power

 

     50,000

8.

Shared Dispositive Power

 

     0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     50,000

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     0.3%(1)

12.

Type of Reporting Person

 

     OO

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 9 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

William Mayer

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     113,723

6.

Shared Voting Power

 

     1,138,456

7.

Sole Dispositive Power

 

     113,723

8.

Shared Dispositive Power

 

     1,138,456

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,252,179

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     7.9%(1)

12.

Type of Reporting Person

 

     IN

 

 

 

1 Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 10 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Ironstone Group, Inc.

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     79,000(1)

6.

Shared Voting Power

 

     0

7.

Sole Dispositive Power

 

     79,000(1)

8.

Shared Dispositive Power

 

     0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     79,000(1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     0.5%(2)

12.

Type of Reporting Person

 

     CO

 

 

 

1Consists of 5,000 shares of Common Stock subject to options held by Ironstone Group, Inc. (“Ironstone Group”) that vest within 60 days of June 21, 2018.

2Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

  

 

CUSIP No. 039587100

Page 11 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

William Hambrecht

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     15,732

6.

Shared Voting Power

 

     1,167,456(1)

7.

Sole Dispositive Power

 

     15,732

8.

Shared Dispositive Power

 

     1,167,456(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,183,188(1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     7.4%(2)

12.

Type of Reporting Person

 

     IN

 

 

 

1Consists of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018.

2Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 12 of 23

 

1.

Name of Reporting Person 

I.R.S. Identification No. of Above Person (Entities Only)

 

Thomas Thurston

2.

Check the Appropriate Box if a Member of a Group
 

                                                     (a)  ☐        

Not Applicable                            (b)  ☐        

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

5.

Sole Voting Power

 

     0

6.

Shared Voting Power

 

     1,167,456(1)

7.

Sole Dispositive Power

 

     0

8.

Shared Dispositive Power

 

     1,167,456(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

      1,167,456(1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

     Not Applicable

11.

Percent of Class Represented by Amount in Row (9)

 

     7.3%(2)

12.

Type of Reporting Person

 

     IN

 

 

 

1Consists of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018.

2Based on 15,919,215 shares of Common Stock outstanding as of May 8, 2018, as reported by the Issuer in its Form 10-Q.

 

 

CUSIP No. 039587100

Page 13 of 23

 

Item 1(a)Name of Issuer

 

Arcimoto, Inc. (the “Issuer”)

 

Item 1(b)Address of Issuer’s Principal Executive Offices

 

2034 W. 2nd Avenue, Eugene, Oregon 97402

 

Item 2(a)Name of Person Filing

 

This Schedule 13G is being filed by:

 

WR Hambrecht Ventures III, L.P. (“WR Hambrecht”)

Hambrecht Partners Holdings, LLC (“HPH”)

Elizabeth Hambrecht (“Ms. Hambrecht”)

John Hullar (“Mr. Hullar”)

Paramour Capital (“Paramour Capital”)

Michael A. Kramer (“Mr. Kramer”)

WM Electric Holdings, LLC (“Electric Holdings”)

William Mayer (“Mr. Mayer”)

Ironstone Group, Inc. (“Ironstone Group”)

William Hambrecht (“Mr. Hambrecht”)

Thomas Thurston (“Mr. Thurston”)

 

(collectively, the “Reporting Persons”).

 

Item 2(b)Address of Principal Business Office, or if none, Residence

 

WR Hambrecht, HPH, Ms. Hambrecht, Mr. Hullar, Ironstone Group, Mr. Hambrecht and Mr. Thurston have a principal address of 909 Montgomery Street, 3rd Floor, San Francisco, California 94133. Paramour Capital has a principal address of 1300 Market Streeet, Suite 605, Wilmington, Delaware 19801. Mr. Kramer has a principal address of 499 Park Avenue, 16th Floor, New York, New York 10022. Electric Holdings and Mr. Mayer have a principal address of P.O. Box 4462, Aspen, Colorado 81612.

 

Item 2(c)Citizenship

 

The Reporting Persons are citizens of:

 

WR Hambrecht — Delaware

HPH — California

Ms. Hambrecht — USA

Mr. Hullar — USA

Paramour Capital — Delaware

Mr. Kramer — USA

Electric Holdings — Delaware

Mr. Mayer — USA

Ironstone Group — Delaware

Mr. Hambrecht — USA

Mr. Thurston — USA

  

 

CUSIP No. 039587100

Page 14 of 23

 

Item 2(d)Title of Class of Securities

 

Common Stock, no par value (“Common Stock”)

 

Item 2(e)CUSIP Number

 

039587100

 

Item 3.Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

 

Not Applicable.

 

Item 4.Ownership

 

(a)           The Reporting Persons are the beneficial owners of an aggregate of 1,555,066 shares of Common Stock, which represents 9.8% of the Issuer’s outstanding Common Stock based upon 15,919,215 shares outstanding on May 8, 2018 as reported by the Issuer in its Form 10-Q. The Reporting Persons’ beneficial ownership consists of 1,088,456 shares of Common Stock held directly by WR Hambrecht, with HPH as its investment manager and Mr. Mayer as the Chairman, Mr. Hambrecht as the Co-Chairman and advisory director and Mr. Hullar as Chief Executive Officer and a director of HPH. Mr. Hambrecht also serves as the portfolio manager and managing partner of WR Hambrecht. He owns 15,732 shares of Common Stock through a revocable trust. Mr. Mayer owns 113,723 shares of Common Stock in his own name and an additional 50,000 shares of Common Stock through his investment fund Electric Holdings. Ms. Hambrecht is the portfolio manager of WR Hambrecht and also owns 9,832 shares of Common Stock with her spouse. Mr. Hullar is a Managing Partner and Chief Executive Officer of WR Hambrecht and also owns 98,323 shares of Common Stock through a trust with his spouse. Mr. Kramer, a member of the Board of Directors of HPH, owns 100,000 shares of Common Stock through Paramour Capital. Mr. Hambrecht also serves as the President and Chief Executive Officer of Ironstone Group. Ironstone Group holds 74,000 shares of Common Stock and 5,000 shares of Common Stock underlying an option that is vested within 60 days of June 21, 2018. Mr. Thurston is a director of both Ironstone Group and the Issuer and owns units of WR Hambrecht.

 

(b)          Percent of class:

 

WR Hambrecht — 6.8%

HPH — 6.8%

Ms. Hambrecht — 6.9%

Mr. Hullar — 7.5%

Paramour Capital — less than 1%

Mr. Kramer — 7.5%

Electric Holdings — less than 1%

Mr. Mayer — 7.9%

Ironstone Group — less than 1%

Mr. Hambrecht — 7.4%

Mr. Thurston — 7.3%

  

 

CUSIP No. 039587100

Page 15 of 23

 

(c)           Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote:

 

WR Hambrecht — 0

HPH — 0

Ms. Hambrecht — 9,832

Mr. Hullar — 98,323

Paramour Capital — 100,000

Mr. Kramer — 0

Electric Holdings — 50,000

Mr. Mayer — 113,723

Ironstone Group — 79,000

Mr. Hambrecht — 15,732

Mr. Thurston — 0

 

(ii) Shared power to vote or to direct the vote:

 

WR Hambrecht — 1,088,456

HPH — 1,088,456

Ms. Hambrecht — 1,088,456

Mr. Hullar — 1,088,456

Paramour Capital — 0

Mr. Kramer — 1,188,456

Electric Holdings — 0

Mr. Mayer — 1,138,456

Ironstone Group — 0

Mr. Hambrecht — 1,167,456

Mr. Thurston — 1,167,456

 

(iii) Sole power to dispose or to direct the disposition of:

 

WR Hambrecht — 0

HPH — 0

Ms. Hambrecht — 9,832

Mr. Hullar — 98,323

Paramour Capital — 100,000

Mr. Kramer — 0

Electric Holdings — 50,000

Mr. Mayer — 113,723

Ironstone Group — 79,000

Mr. Hambrecht — 15,732

Mr. Thurston — 0

 

(iv) Shared power to dispose or to direct the disposition of:

 

WR Hambrecht — 1,088,456

HPH — 1,088,456

Ms. Hambrecht — 1,088,456

Mr. Hullar — 1,088,456

Paramour Capital — 0

Mr. Kramer — 1,188,456

Electric Holdings — 0

Mr. Mayer — 1,138,456

Ironstone Group — 0

Mr. Hambrecht — 1,167,456

Mr. Thurston — 1,167,456

  

 

CUSIP No. 039587100

Page 16 of 23

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group

 

Not Applicable

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

Exhibit Index

 

Exhibit A – Joint Filing Agreement

Exhibit B – Power of Attorney

  

 

CUSIP No. 039587100

Page 17 of 23

  

SIGNATURE

  

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 21, 2018

 

  WR HAMBRECHT VENTURES III, L.P.
     
  By: Hambrecht Partners Holdings, LLC its investment manager
     
  By: *
  Name:  William R. Hambrecht
  Title: Managing Partner

 

  HAMBRECHT PARTNERS HOLDINGS, LLC
     
  By: *
  Name:  William R. Hambrecht
  Title: Co-Chairman

 

 

          *

  Elizabeth Hambrecht

 

 

          *

  John Hullar

 

  PARAMOUR CAPITAL
     
  By: *
  Name:  Michael A. Kramer
  Title:

Manager

 

            *
  Michael A. Kramer

 

  WM ELECTRIC HOLDINGS, LLC
   
  By:

*

  Name: 

William E. Mayer

  Title:

Manager

 

            *
  William Mayer

 

 

CUSIP No. 039587100

Page 18 of 23

 

  IRONSTONE GROUP, INC.
     
  By:           *
  Name: William R. Hambrecht
  Title: Chairman & CEO

 

            *
  William Hambrecht

  

            *
  Thomas Thurston

 

  By: /s/ William Hambrecht
    William Hambrecht, as Attorney-in-Fact

 

 

CUSIP No. 039587100

Page 19 of 23

 

Exhibit A

 

Agreement Regarding the Joint Filing of Schedule 13G

 

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

 

Date: June 21, 2018

 

 

[Signature Pages Follow]

 

 

CUSIP No. 039587100

Page 20 of 23

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

 

  WR HAMBRECHT VENTURES III, L.P.
     
  By: Hambrecht Partners Holdings, LLC its investment manager
     
  By: *
  Name:  William R. Hambrecht
  Title: Managing Partner

 

  HAMBRECHT PARTNERS HOLDINGS, LLC
     
  By: *
  Name:  William R. Hambrecht
  Title: Co-Chairman

 

 

          *

  Elizabeth Hambrecht

 

 

          *

  John Hullar

 

  PARAMOUR CAPITAL
     
  By: *
  Name:  Michael A. Kramer
  Title:

Manager

 

            *
  Michael A. Kramer

 

  WM ELECTRIC HOLDINGS, LLC
   
  By:

*

  Name: 

William E. Mayer

  Title:

Manager

 

            *
  William Mayer

 

 

CUSIP No. 039587100

Page 21 of 23

 

  IRONSTONE GROUP, INC.
     
  By:           *
  Name:  William R. Hambrecht
  Title: Chairman & CEO

 

            *
  William Hambrecht

  

            *
  Thomas Thurston

 

  * By: /s/ William Hambrecht
    William Hambrecht, as Attorney-in-Fact

 

 

CUSIP No. 039587100

Page 22 of 23

 

Exhibit B

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William Hambrecht with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to:

 

(i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder;

 

(ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority; and

 

(iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

 

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of June, 2018.

 

  WR HAMBRECHT VENTURES III, L.P.
     
  By: Hambrecht Partners Holdings, LLC its investment manager
     
  By: /s/ William R. Hambrecht
  Name: William R. Hambrecht
  Title: Managing Partner

 

 

CUSIP No. 039587100

Page 23 of 23

 

  HAMBRECHT PARTNERS HOLDINGS, LLC
     
  By: /s/ William R. Hambrecht
  Name: William R. Hambrecht
  Title: Co-Chairman

 

 

/s/ Elizabeth Hambrecht

  Elizabeth Hambrecht

 

 

/s/ John Hullar

  John Hullar

 

  PARAMOUR CAPITAL
     
  By: /s/ Michael A. Kramer
  Name: Michael A. Kramer
  Title:

Manager

 

  /s/ Michael A. Kramer
  Michael A. Kramer

 

  WM ELECTRIC HOLDINGS, LLC
   
  By:

/s/ William E. Mayer

  Name:

William E. Mayer

  Title:

Manager

 

  /s/ William Mayer
  William Mayer

 

  IRONSTONE GROUP, INC.
     
  By: /s/ William R. Hambrecht
  Name: William R. Hambrecht
  Title: Chairman & CEO

 

  /s/ William Hambrecht
  William Hambrecht

  

  /s/ Thomas Thurston
  Thomas Thurston

 

 

 

 



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WR Hambrecht + Co., 13G