Workhorse Group Inc. Files 8-K

TL;DR

Workhorse filed an 8-K on Feb 29th covering material agreements and financials.

AI Summary

Workhorse Group Inc. filed an 8-K on February 29, 2024, reporting on the entry into a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing details the company's operational and financial status as of that date.

Why It Matters

This 8-K filing provides crucial updates on Workhorse Group's material agreements and financial health, impacting investor understanding of the company's current standing.

Risk Assessment

Risk Level: medium — 8-K filings can signal significant corporate events, but the specific details within this filing require further analysis to determine the precise risk level.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• February 29, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 001-37673 (identifier) — Commission File Number
• 26-1394771 (identifier) — IRS Employer Identification Number
• 3600 Park 42 Drive , Suite 160E , Sharonville , Ohio 45241 (address) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share WKHS The Nasdaq
• $20,000,000 — rtible note for the principal amount of $20,000,000 (the "Note") that is convertible into s
• $7,500,000 — "). The Company has previously redeemed $7,500,000 principal amount of the Note on the Par
• $10,000,000 — suant to which (i) the Company redeemed $10,000,000 principal amount of the Note using fund
• $2,500,000 — tanding principal amount of the Note to $2,500,000, and (ii) the parties amended the Note

Filing Documents

• ea0201018-8k_workhorse.htm (8-K) — 27KB
• ea0201018ex10-1_workhorse.htm (EX-10.1) — 17KB
• ea0201018ex10-2_workhorse.htm (EX-10.2) — 43KB
• 0001213900-24-018781.txt ( ) — 273KB
• wkhs-20240229.xsd (EX-101.SCH) — 3KB
• wkhs-20240229_lab.xml (EX-101.LAB) — 33KB
• wkhs-20240229_pre.xml (EX-101.PRE) — 22KB
• ea0201018-8k_workhorse_htm.xml (XML) — 4KB

01. Entry into Material Definitive Agreements

Item 1.01. Entry into Material Definitive Agreements. As previously reported, on December 27, 2023, Workhorse Group Inc. (the "Company") issued a (i) green senior secured convertible note for the principal amount of $20,000,000 (the "Note") that is convertible into shares of the Company's common stock, par value of $0.001 per share (the "Common Stock") and (ii) warrant (the "Warrant") to purchase 25,601,639 shares of Common Stock to High Trail Special Situations LLC (the "Holder"). The Company has previously redeemed $7,500,000 principal amount of the Note on the Partial Redemption Dates (as defined in the Note) provided in the Note. On February 29, 2024, the Company entered into a First Amendment to Green Senior Secured Convertible Note Due 2026 (the "Note Amendment") with the Holder pursuant to which (i) the Company redeemed $10,000,000 principal amount of the Note using funds in a controlled account that had been pledged as collateral securing the Company's obligations under the Note, thereby reducing the outstanding principal amount of the Note to $2,500,000, and (ii) the parties amended the Note to remove February 15, 2024 and March 1, 2024 as Partial Redemption Dates, permit the Company to prepay the Note at its option, subject to certain conditions, and delete the minimum liquidity covenant. In connection with the Note Amendment, the Company entered into a letter agreement (the "Exchange Agreement") whereby the Company exchanged the Warrant with the Holder for a total of 8,500,000 shares of Common Stock, whereupon the Warrant was cancelled (the "Exchange"). The Exchange was made pursuant to the exemption registration under the Securities Act of 1933, as amended (the "Securities Act"), provided under Section 3(a)(9) of the Securities Act. The Note Amendment contains customary representations, warranties, covenants, and other agreements by the Company and the Holder. The representations, warranties, covenants, and other agreements made in the Note Amendment

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Please see Item 1.01 of this Current Report on Form 8-K for a description of the Exchange Agreement, which is incorporated herein by reference.

01. Exhibits

Item 9.01. Exhibits. Exhibit No. Description 10.1 Letter Agreement, dated February 29, 2024 10.2 First Amendment to Green Senior Secured Convertible Note Due 2026, dated February 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WORKHORSE GROUP INC. Date: March 1, 2024 By: /s/ James D. Harrington Name: James D. Harrington Title: Chief Administrative Officer, General Counsel and Secretary 2

View Full Filing

View this 8-K filing on SEC EDGAR