Current Report Filing (8-k)
January 12 2017 - 05:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 10, 2017
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-53704
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26-1394771
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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100 Commerce Drive, Loveland, Ohio 45140
(Address of principal executive offices) (zip
code)
513-297-3640
(Registrant's telephone number, including area
code)
Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
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Entry Into A Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Item 3.02
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Unregistered Sales of Equity Securities
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On January 10, 2017 (the "Closing Date"),
Workhorse Group Inc. (the “Company”), entered into a Securities Purchase Agreement with Jospeh T. Lukens (the “Lukens”)
providing for the sale by the Company to Lukens of a 6% Convertible Debenture in the aggregate amount of $2,000,000 (the "Lukens
Debenture") in consideration of $2,000,000. The financing closed on January 10, 2017. The Lukens Debenture matures two years
from the date of issuance and bear interest of 6% per annum payable upon maturity. At the option of Lukens, all or a portion of
the Lukens Debenture may be converted into shares of common stock of the Company at $6.42 per share.
Upon
the closing of any future equity, convertible equity or convertible debt financing of the Company of at least $5,000,000, all unpaid
principal and accrued but unpaid interest hereunder shall automatically convert into the same securities offered in such financing.
The Company claims an exemption from the registration
requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant
to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. Lukens is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. As of the date hereof, the Company is obligated
on $2,000,000 in face amount of the Debenture. The Debenture is a debt obligation arising other than in the ordinary course of
business which constitute a direct financial obligation of the Company.
The foregoing information is a summary of each
of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference
to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers
should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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4.1
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Securities Purchase Agreement entered between Workhorse Group Inc. and Joseph T. Lukens dated January 10, 2017
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4.2
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6% Convertible Debenture issued to Joseph T. Lukens dated January 10, 2017
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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.
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WORKHORSE GROUP INC.
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Date: January 12, 2017
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By:
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/s/ Julio Rodriguez
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Name:
Title:
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Julio Rodriguez
Chief Financial Officer
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3
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