Current Report Filing (8-k)
October 06 2021 - 8:47AM
Edgar (US Regulatory)
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2021-10-06
2021-10-06
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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): October 6, 2021
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)
360-4704
(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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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WKHS
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The Nasdaq Capital Market
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Item 1.01.
Entry into Material Definitive Agreements.
On
October 6, 2021, Workhorse Group Inc. (the “Company”) entered into securities exchange agreements (the “Exchange Agreements”)
with Antara Capital LP (“Antara”) and HT Investments MA LLC (“HT,” and together with Antara, the “Holders”),
the holders of the Company’s 4.00% senior secured convertible notes due 2024 (the “Notes”). The Exchange Agreements
provide that on October 11, 2021 (the “Closing Date”), the Holders will exchange $90.0 million in principal amount of the
Notes (the “Exchange Notes”) for a number of shares of the Company’s common stock that will be determined as described
in the following sentence (the “Exchange Shares”). The number of Exchange Shares will be determined by dividing 109% of the
principal amount of the Exchange Notes by the average of the volume-weighted average closing prices of the Company’s common stock
for the three trading days immediately preceding the Closing Date (the “VWAP”), subject to a collar mechanism that provides
that the VWAP will not be less than $6.00 or more than $8.50. The exchange will be exempt from registration under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) of the Securities Act. The Exchange Agreements provide
that, following the completion of the exchange, the Exchange Notes will be cancelled, with the Company owing no further obligations thereunder.
Following such cancelation, the aggregate principal of Notes remaining outstanding will be approximately $110 million.
The
terms and conditions of the Notes, the indenture dated as of October 14, 2020 under which the Notes were issued, the note purchase agreement
dated as of October 12, 2020 under which the Notes were sold and the agreements, instruments and documents entered into in connection
with the Notes, the Indenture and Note Purchase Agreement (the “Transaction Documents”) are further described in the Company’s
Current Reports on Form 8-K filed with the Securities and Exchange Commission on October 12, 2020 and October 16, 2020.
The
Exchange Agreements contain customary representations, warranties, covenants, and other agreements by the Company and the Holders. The
Company and each Holder will also give each other mutual releases related to the Transaction Documents. The representations, warranties,
covenants, and other agreements made in the Exchange Agreements were made only for purposes of such agreements and as of specific dates,
were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The above description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the complete text
of such agreements, a form of which is filed as Exhibit 10.1, and incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Item 3.02 Unregistered Sales of Equity Securities.
Please
see Item 1.01 of this Current Report on Form 8-K for a description of the Exchange Agreements, which is incorporated herein by reference.
Item
9.01. 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: October 6, 2021
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By:
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/s/ James D. Harrington
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Name:
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James D. Harrington
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Title:
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Chief Administrative Officer, General Counsel and Secretary
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