Workhorse Group Inc. Files 8-K on Material Agreement

TL;DR

Workhorse just filed an 8-K for a new material agreement and financial obligation.

AI Summary

On February 12, 2025, Workhorse Group Inc. filed an 8-K report detailing a material definitive agreement and the creation of a direct financial obligation. The filing indicates a significant financial event for the company, which is involved in the manufacturing of motor vehicles.

Why It Matters

This filing signals a new material definitive agreement and a direct financial obligation for Workhorse Group Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks or alter existing ones for a company.

Key Players & Entities

• Workhorse Group Inc. (company) — Registrant
• February 12, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 001-37673 (identifier) — Commission File Number
• 26-1394771 (identifier) — IRS Employer Identification Number

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
• $35,000,000 — ote in the original principal amount of $35,000,000 (the "Tenth Additional Note") and (ii)
• $42,485,714 — aggregate original principal amount of $42,485,714 (the "Prior Notes") and (ii) Warrants t
• $8,350,000 — une 17, 2024). As of February 11, 2025, $8,350,000 aggregate principal amount remained out
• $61,514,286 — ntemplates additional closings of up to $61,514,286 in aggregate principal amount of additi
• $30,625,000 — l issue discount of 12.5%, resulting in $30,625,000 of proceeds to the Company before fees
• $2,625,000 — Additional Note; (ii) in the amount of $2,625,000 each calendar month, if the Company sat
• $0.4244 — conversion price equal to the lower of $0.4244 (the "Reference Price") or (b) the grea
• $0.1000 — rence Price") or (b) the greater of (x) $0.1000 (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
• $5 million — ent to permit the Company to sell up to $5 million in shares of Common Stock pursuant to a
• $0.6999 — f Common Stock under the New Warrant is $0.6999. Like the Prior Warrants, the New Warra

Filing Documents

• ea0230729-8k_workhorse.htm (8-K) — 46KB
• ea023072901ex10-1_workhorse.htm (EX-10.1) — 78KB
• ea023072901ex10-2_workhorse.htm (EX-10.2) — 42KB
• 0001213900-25-012508.txt ( ) — 370KB
• wkhs-20250212.xsd (EX-101.SCH) — 3KB
• wkhs-20250212_lab.xml (EX-101.LAB) — 33KB
• wkhs-20250212_pre.xml (EX-101.PRE) — 22KB
• ea0230729-8k_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 February 12, 2025 (the "Closing Date"), the Company issued and sold to the Investor (i) a Note in the original principal amount of $35,000,000 (the "Tenth Additional Note") and (ii) a Warrant to purchase up to 55,045,655 shares of Common Stock (the "New Warrant"). The Investor has waived its right to receive certain Warrants in connection with the issuance of the Tenth 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 Tenth 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 Twelfth Supplemental Indenture, dated February 12, 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 $42,485,714 (the "Prior Notes") and (ii) Warrants to purchase up to 15,640,900

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 Twelfth Supplemental Indenture. 10.2 Form of Lockbox Letter. 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: February 12, 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