Current Report Filing (8-k)
September 14 2017 - 09:31AM
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): September 14, 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)
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.
Entry into a Material Definitive Agreement.
On Septmeber 14, 2017, Workhorse
Group Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen
and Company, LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the
public offering and sale (the “Offering”) of 3,749,996 shares of the Company’s common stock, and five year warrants
(exercisable beginning on the date of issuance) to purchase up to an aggregate of 2,812,497 shares of the Company’s common
stock. Each investor will receive a warrant to purchase .75 shares of the Company’s common stock at an exercise
price of $3.80 per share, for each share of common stock purchased.
Pursuant to the Underwriting Agreement,
the Underwriters have agreed to purchase, subject to customary closing conditions, 3,749,996 shares of the Company’s common
stock and accompanying warrants at a price per share of $3.20. The net proceeds to the Company are expected to be approximately
$11.2 million after deducting underwriting discounts and commissions and estimated offering expenses. The sale of such
shares and accompanying warrants is expected to close on September 18, 2017.
The
Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-213100),
including the prospectus dated December 23, 2016 contained therein, as the same has been supplemented.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
A
copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy
of the Form of Warrant is attached hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing description
of the terms of the Underwriting Agreement and the warrants is qualified in its entirety by reference to such exhibits. A
copy of the opinion of Fleming PLLC relating to the legality of the issuance and sale of the shares and accompanying warrants
in this Offering is attached as Exhibit 5.1 hereto.
Item
8.01. Other
Events.
In
a press release issued on September 14, 2017, the Company announced the pricing of the Offering at a price to the public of $3.20
per share. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
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: September 14, 2017
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By:
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/s/ Paul Gaitan
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Name:
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Paul Gaitan
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Title:
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Chief Financial Officer
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3
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