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 October 16, 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 detailed within the filing.

Why It Matters

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

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, inherently carries risks related to the terms, execution, and potential impact on the company's financial stability.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• October 16, 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
• $1,200,000 — ote in the original principal amount of $1,200,000 (the "Sixth Additional Note"). The Inve
• $32,285,714 — aggregate original principal amount of $32,285,714 (the "Prior Notes") and (ii) Warrants t
• $8,950,000 — June 17, 2024). As of October 15, 2024, $8,950,000 aggregate principal amount remained out
• $105,514,286 — ntemplates additional closings of up to $105,514,286 in aggregate principal amount of additi
• $14.8 m — the aggregate principal amount of up to $14.8 million, (iii) for the period commencing
• $5 million — ent to permit the Company to sell up to $5 million in shares of Common Stock pursuant to a
• $1,050,000 — l issue discount of 12.5%, resulting in $1,050,000 of proceeds to the Company before fees
• $0.5983 — conversion price equal to the lower of $0.5983 (the "Reference Price") or (b) the grea
• $0.1611 — rence Price") or (b) the greater of (x) $0.1611 (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

• ea0217727-8k_workhorse.htm (8-K) — 49KB
• ea021772701ex10-1_workhorse.htm (EX-10.1) — 76KB
• ea021772701ex10-2_workhorse.htm (EX-10.2) — 15KB
• 0001213900-24-087974.txt ( ) — 336KB
• wkhs-20241016.xsd (EX-101.SCH) — 3KB
• wkhs-20241016_lab.xml (EX-101.LAB) — 33KB
• wkhs-20241016_pre.xml (EX-101.PRE) — 22KB
• ea0217727-8k_workhorse_htm.xml (XML) — 4KB

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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 October 16, 2024 (the "Closing Date"), the Company issued and sold to the Investor a Note in the original principal amount of $1,200,000 (the "Sixth Additional Note"). The Investor has waived its right to receive Warrants in connection with the issuance of the Sixth Additional Note. 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 Sixth 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 Eighth Supplemental Indenture, dated October 16, 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 $32,285,714 (the "Prior Notes") and (ii) Warrants to purchase up to 15,640,900 shares of Common Stock (the "Prior Warrants") pursuant to the Securities Purchase Agreement (following adj

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Item 9.01. Exhibits. Exhibit No. Description 10.1 Eighth Supplemental Indenture. 10.2 Limited Waiver 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: October 16, 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