Workhorse Group Inc. Files 8-K for Material Agreement

TL;DR

Workhorse just signed a big deal, check the 8-K for details on new financial obligations.

AI Summary

On January 27, 2025, Workhorse Group Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is based in Loveland, OH.

Why It Matters

This 8-K filing signals a significant new agreement for Workhorse Group Inc., potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce significant financial and operational risks for a company.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• January 27, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• Loveland, OH (location) — Business Address

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
• $3,500,000 — ote in the original principal amount of $3,500,000 (the "Ninth Additional Note"). The Inve
• $38,985,714 — aggregate original principal amount of $38,985,714 (the "Prior Notes") and (ii) Warrants t
• $5,650,000 — June 17, 2024). As of January 24, 2025, $5,650,000 aggregate principal amount remained out
• $96,514,286 — ntemplates additional closings of up to $96,514,286 in aggregate principal amount of additi
• $3,062,500 — l issue discount of 12.5%, resulting in $3,062,500 of proceeds to the Company before fees
• $0.4996 — conversion price equal to the lower of $0.4996 (the "Reference Price") or (b) the grea
• $0.1190 — rence Price") or (b) the greater of (x) $0.1190 (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
• $16.0 m — the aggregate principal amount of up to $16.0 million, of which $5.8 million remains fo
• $5.8 million — amount of up to $16.0 million, of which $5.8 million remains following the issuance of the N
• $5 million — ent to permit the Company to sell up to $5 million in shares of Common Stock pursuant to a
• $6,824,168 — e Company's prepaid purchases asset was $6,824,168, the balance of the Company's prepaid p

Filing Documents

• ea022877001-8k_workhorse.htm (8-K) — 44KB
• ea022877001ex10-1_workhorse.htm (EX-10.1) — 98KB
• 0001213900-25-006717.txt ( ) — 334KB
• wkhs-20250127.xsd (EX-101.SCH) — 3KB
• wkhs-20250127_lab.xml (EX-101.LAB) — 33KB
• wkhs-20250127_pre.xml (EX-101.PRE) — 22KB
• ea022877001-8k_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 January 27, 2025 (the "Closing Date"), the Company issued and sold to the Investor a Note in the original principal amount of $3,500,000 (the "Ninth Additional Note"). The Investor has waived its right to receive Warrants in connection with the issuance of the Ninth 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 Ninth 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 an Eleventh Supplemental Indenture, dated January 27, 2025, 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 $38,985,714 (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

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 Eleventh 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: January 27, 2025 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