Filing Details
- Accession Number:
- 0001213900-18-008026
- Form Type:
- 13G Filing
- Publication Date:
- 2018-06-21 17:15:38
- Filed By:
- Wr Hambrecht Ventures Iii, L.p.
- Company:
- Arcimoto Inc
- Filing Date:
- 2018-06-21
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WR Hambrecht Ventures III | 0 | 1,088,456 | 0 | 1,088,456 | 1,088,456 | 6.8% |
| Hambrecht Partners Holdings | 0 | 1,088,456 | 0 | 1,088,456 | 1,088,456 | 6.8% |
| Elizabeth Hambrecht | 9,832 | 1,088,456 | 9,832 | 1,088,456 | 1,098,288 | 6.9% |
| John Hullar | 98,323 | 1,088,456 | 98,323 | 1,088,456 | 1,186,779 | 7.5% |
| Paramour Capital | 100,000 | 0 | 100,000 | 0 | 100,000 | 0.6% |
| Michael A. Kramer | 0 | 1,188,456 | 0 | 1,188,456 | 1,188,456 | 7.5% |
| WM Electric Holdings | 50,000 | 0 | 50,000 | 0 | 50,000 | 0.3% |
| William Mayer | 113,723 | 1,138,456 | 113,723 | 1,138,456 | 1,252,179 | 7.9% |
| Ironstone Group, Inc | 79,000 | 0 | 79,000 | 0 | 79,000 | 0.5% |
| William Hambrecht | 15,732 | 1,167,456 | 15,732 | 1,167,456 | 1,183,188 | 7.4% |
| Thomas Thurston | 0 | 1,167,456 | 0 | 1,167,456 | 1,167,456 | 7.3% |
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.
| 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”).
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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.
| 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 |
| 1 | Consists 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. |
| 2 | 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. |
| 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 |
| 1 | Consists of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018. |
| 2 | 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. |
| 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 |
| 1 | Consists of 5,000 shares of Common Stock subject to options held by Ironstone Group that vest within 60 days of June 21, 2018. |
| 2 | 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. |
| 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
| 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%
(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
| 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
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 |
| 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 |
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]
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 |
| 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 |
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 | |
| 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 |