Workhorse Group Inc. Enters Material Definitive Agreement

TL;DR

Workhorse just signed a big deal, creating a new financial obligation. Details TBD.

AI Summary

Workhorse Group Inc. announced on March 15, 2024, that it entered into a material definitive agreement. This agreement creates a direct financial obligation for the registrant, though specific details regarding the nature of the obligation and any associated dollar amounts are not provided in this initial filing.

Why It Matters

This filing indicates a significant new agreement for Workhorse Group Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial risks and obligations that may not be fully understood without further details.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• March 15, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share WKHS The Nasdaq
• $139,000,000 — up to an aggregate principal amount of $139,000,000 (the "Notes") that will be convertible
• $9,000,000 — ote in the original principal amount of $9,000,000 (the "Initial Note") and (ii) Warrant t
• $2,500,000 — ing, the Company redeemed the remaining $2,500,000 in aggregate principal amount of its ex
• $130 million — ntemplates additional closings of up to $130 million in aggregate principal amount of additi
• $0.50 — xercise price equal to the lower of (i) $0.50 (as adjusted for stock splits, stock di
• $55 million — uire the Investor to purchase the first $55 million principal amount of Additional Notes an
• $25 million — o Notes remain outstanding. Thereafter, $25 million principal amount of Additional Notes an
• $50 million — the applicable conditions. Thereafter, $50 million principal amount of Additional Notes an
• $15,000,000 — y, other than issuances and sales up to $15,000,000 under the Company's existing at-the-mar
• $7,875,000 — l issue discount of 12.5%, resulting in $7,875,000 of proceeds to the Company from the Ini
• $0.26 — conversion price equal to the lower of $0.26 (the "Reference Price") or (b) the grea
• $0.05 — rence Price") or (b) the greater of (x) $0.05 (the "Floor Price") and (y) 87.5% of th
• $1,500,000 — cal quarter in the amount of either (i) $1,500,000 if the sale leaseback transaction of Co
• $4,000,000 — ack") has not been consummated and (ii) $4,000,000 if the Sale Leaseback has been consumma

Filing Documents

• ea0201852-8k_workhorse.htm (8-K) — 46KB
• ea020185201ex10-1_workhorse.htm (EX-10.1) — 366KB
• ea020185201ex10-2_workhorse.htm (EX-10.2) — 314KB
• ea020185201ex10-3_workhorse.htm (EX-10.3) — 169KB
• ea020185201ex10-4_workhorse.htm (EX-10.4) — 78KB
• ea020185201ex10-5_workhorse.htm (EX-10.5) — 216KB
• ea020185201ex10-6_workhorse.htm (EX-10.6) — 81KB
• 0001213900-24-023139.txt ( ) — 1752KB
• wkhs-20240315.xsd (EX-101.SCH) — 3KB
• wkhs-20240315_lab.xml (EX-101.LAB) — 33KB
• wkhs-20240315_pre.xml (EX-101.PRE) — 22KB
• ea0201852-8k_workhorse_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 15, Workhorse Group Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Investor") under which the Company agreed to issue and sell pursuant to the Company's Indenture, dated December 27, 2023 between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and a Second Supplemental Indenture to be entered into between the Company and the Trustee (collectively, the "Indenture"), in one or more registered public offerings by the Company directly to the Investor (the "Offering"), (i) senior secured convertible notes for up to an aggregate principal amount of $139,000,000 (the "Notes") that will be convertible into shares of the Company's common stock, par value of $0.001 per share (the "Common Stock") and (ii) warrants (the "Warrants") to purchase shares of Common Stock in multiple tranches over a period beginning on March 15, 2024. On March 15, 2024 (the "Initial Closing Date"), the Company issued and sold to the Investor a (i) Note in the original principal amount of $9,000,000 (the "Initial Note") and (ii) Warrant to purchase up to 31,992,890 shares of Common Stock (the "Initial Warrant"). In connection with the Initial Closing, the Company redeemed the remaining $2,500,000 in aggregate principal amount of its existing Green Senior Secured Convertible Note (the "Prior Note"). Following such redemption, the Prior Note has been fully redeemed and all rights and obligations thereunder were terminated, including the release of all collateral. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, the Securities Purchase Agreement contemplates additional closings of up to $130 million in aggregate principal amount of additional notes ("Additional Notes") pursuant to the Securities Purchase A

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company's expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company's forward-looking

01. Exhibits

Item 9.01. Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 10.2 Form of Note. 10.3 Form of Warrant. 10.4 Form of Second Supplemental Indenture. 10.5 Form of Security Agreement. 10.6 Form of Guarantee. 104 Cover page from this Current Report on Form 8-K, formatted as Inline XBRL. 3

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 15, 2023 By: /s/ James D. Harrington Name: James D. Harrington Title: General Counsel, Chief Compliance Officer and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR