Workhorse Group Inc. Enters Material Definitive Agreement

TL;DR

Workhorse just signed a big deal, could be good or bad for cash.

AI Summary

Workhorse Group Inc. entered into a material definitive agreement on August 23, 2024, related to a direct financial obligation. The filing details this agreement and its implications for the company's financial standing. Specifics of the agreement, including the nature of the obligation and any associated dollar amounts, are expected to be further elaborated within the filing's exhibits.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Workhorse Group Inc., which could impact its future financial flexibility and operational capacity.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce uncertainty and potential risks related to repayment or performance, requiring further analysis of the agreement's terms.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported

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
• $2,600,000 — ote in the original principal amount of $2,600,000 (the "Fourth Additional Note") and (ii)
• $26,285,714 — aggregate original principal amount of $26,285,714 (the "Prior Notes") and (ii) Warrants t
• $6,850,000 — June 17, 2024). As of August 22, 2024, $6,850,000 aggregate principal amount remained out
• $110,114,286 — ntemplates additional closings of up to $110,114,286 in aggregate principal amount of additi
• $2,275,000 — l issue discount of 12.5%, resulting in $2,275,000 of proceeds to the Company before fees
• $0.7193 — conversion price equal to the lower of $0.7193 (the "Reference Price") or (b) the grea
• $0.1586 — rence Price") or (b) the greater of (x) $0.1586 (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
• $1.1101 — under the Fourth Additional Warrant is $1.1101. Like the Prior Warrants, the Fourth Ad

Filing Documents

• ea0212206-8k_workhorse.htm (8-K) — 42KB
• ea021220601ex10-1_workhorse.htm (EX-10.1) — 78KB
• 0001213900-24-072013.txt ( ) — 311KB
• wkhs-20240823.xsd (EX-101.SCH) — 3KB
• wkhs-20240823_lab.xml (EX-101.LAB) — 33KB
• wkhs-20240823_pre.xml (EX-101.PRE) — 22KB
• ea0212206-8k_workhorse_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously disclosed, on March 15, 2024, 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, in one or more registered public offerings by the Company directly to the Investor, (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. Pursuant to the Securities Purchase Agreement, on August 23, 2024, the Company issued and sold to the Investor a (i) Note in the original principal amount of $2,600,000 (the "Fourth Additional Note") and (ii) Warrant to purchase up to 2,891,901 shares of Common Stock (the "Fourth Additional Warrant"). Refer to the Company's Current Report on Form 8-K filed on March 15, 2024 for additional information related to the Securities Purchase Agreement, the Notes, and the Warrants. The Fourth Additional Note was issued pursuant to the Company's Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), dated December 27, 2023 (the "Base Indenture"), and a Sixth Supplemental Indenture, dated August 23, 2024, entered into between the Company and the Trustee (together with the Base Indenture, the "Indenture"). As previously disclosed, the Company has issued and sold to the Investor (i) Notes in aggregate original principal amount of $26,285,714 (the "Prior Notes") and (ii) Warrants to purchase up to 8,202,975 shares of Common Stock (the "Prior Warrants") pursuant to the Securities Purchase Agreement (following adjustment in connection with the Co

Forward-Looking Statements

Forward-Looking Statements Certain 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 statements are disclosed in the Company's reports filed with the Securities and Exchange Commission.

01. Exhibits

Item 9.01. Exhibits. Exhibit No. Description 10.1 Sixth Supplemental Indenture. 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: August 23, 2024 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