Current Report Filing (8-k)
June 22 2017 - 5:19PM
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): June 22, 2017
WORKHORSE
GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-37673
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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)
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry
into a Material Definitive Agreement.
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On
June 22, 2017, Workhorse Group Inc. (the “Company”) entered into an at the market issuance sales agreement
(the “Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from
time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”),
having an aggregate offering price of up to $25,000,000 through Cowen as its sales agent.
Cowen
may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415
of the Securities Act of 1933, as amended, including without limitation sales made by means of ordinary brokers’ transactions
on the Nasdaq Global Select Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as
otherwise directed by the Company. Cowen will use commercially reasonable efforts to sell the Common Stock from time to time,
based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions
the Company may impose). The Company will pay Cowen a commission of 3.0% of the gross sales proceeds of any Common Stock
sold through Cowen under the Agreement, and also has provided Cowen with customary indemnification rights.
The
Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant
to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination
of the Agreement in accordance with its terms.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
shares of Common Stock being offered pursuant to the Agreement will be offered and sold pursuant to the Company’s shelf
registration statement on Form S-3 (File No. 333-213100). On June 22, 2017, the Company filed a prospectus supplement relating
to the ATM Offering with the Securities and Exchange Commission (the “SEC”).
The
legal opinion of Fleming PLLC relating to the shares of Common Stock being offered pursuant to the Agreement is filed as Exhibit
5.1 to this Current Report on Form 8-K.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed
herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01.
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Financial
Statements and Exhibits.
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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.
Date:
June 22, 2017
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WORKHORSE
GROUP INC.
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By:
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/s/
Julio Rodriguez
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Julio
Rodriguez
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Chief
Financial Officer
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Exhibit
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