WKHS Workhorse Group Inc

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Overview

Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us”, or “our”) is an American technology company with a vision to pioneer the transition to zero-emission commercial trucks. We design, develop, manufacture and sell fully electric trucks.

Liquidity, Capital Resources, and Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these Condensed Consolidated Financial Statements are issued and will be able to realize assets and discharge its liabilities and commitments in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Pursuant to the requirements of the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date these Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

We had sales of $4.7 million, incurred a net loss of $80.6 million and used $40.1 million of cash in operating activities during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $3.2 million of cash and cash equivalents, net accounts receivable of $0.7 million, other receivables of $3.0 million, inventory, net of $43.2 million and accounts payable of $10.6 million. As of September 30, 2024, the Company had working capital of $7.9 million and an accumulated deficit of $832.2 million.

As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and working capital, which includes, but is not limited to:

•Generating revenue by increasing sales of our trucks and other services.

•Reducing expenses and limiting non-contracted capital expenditures.

•Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement (as defined below) and our At-the-Market Sales Agreement (“ATM Agreement”), the sale of assets, or other strategic transactions.

It is essential that we have access to capital as we bring our existing line of trucks to market, scale up production and sales of such trucks and continue to develop additional variations of our existing trucks and our next generation of trucks. There is no assurance that we will be successful in implementing management’s plans to generate liquidity to fund these activities or other aspects of our short and long-term strategy, that our projections of our future capital needs will prove accurate or that any additional funding would be available or sufficient to continue operations in future periods.

To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity, debt and equity-linked securities, including the continued access to the additional closings of, as of November 18, 2024, up to $105.5 million in aggregate principal amount of additional 2024 Notes (as defined below) and, if our share price makes such exercise feasible, the possible receipt of proceeds from the exercise of the corresponding 2024 Warrants (as defined below) pursuant to the 2024 Securities Purchase Agreement (as defined below), and the continued use of the ATM Agreement, for which there can be no

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assurance we will be successful in such efforts. We will also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our truck programs and satisfy our obligations as they become due, the Company will be materially and adversely affected. This could affect future truck program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. The Company’s current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these Condensed Consolidated Financial Statements.

Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities and our ability to regain compliance with the listing requirements of the Nasdaq Capital Market. If we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any.

Due to these uncertainties and continued delays in market adoption of commercial electric trucks, the Company identified a triggering event under ASC 360-35-21 that required further analysis and concluded that no impairment was required.

Additional actions taken by the Company with regards to liquidity and its plan to manage operating capital include the following:

Financings under the 2024 Securities Purchase Agreement

As part of management's plan to raise capital to fund operations, we have entered into a financing arrangement that makes liquidity available in both the short term and over time. On March 15, 2024, we have entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with an institutional investor (the “Investor”) under which we agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the “2024 Notes”) that are convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”) and (ii) warrants (the “ 2024 Warrants”) to purchase shares of Common Stock.

Pursuant to the 2024 Securities Purchase Agreement, during the three months ended September 30, 2024 the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $10.0 million ($4.0 million on July 18; $2.6 million on August 23, and $3.4 million on September 30) and (ii) 2024 Warrants to purchase up to 10.1 million (2.7 million on July 18; 2.9 million on August 23; and 4.5 million on September 30) shares of Common Stock.

As of September 30, 2024, $9.4 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, as of September 30, 2024, the 2024 Securities Purchase Agreement contemplates additional closings of 2024 Notes of up to $106.7 million in aggregate principal amount of additional 2024 Notes and corresponding 2024 Warrants.

Sale Leaseback of Union City, Indiana Manufacturing Facility

Another strategic opportunity identified by management to raise capital to fund operations was to enter into a sale leaseback for our Union City, Indiana manufacturing facility. As previously reported, on January 31, 2024, a subsidiary of the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with William Repny LLC (the “Union City Purchaser”) for the sale of the Company’s Union City, Indiana manufacturing facility for a purchase price, before fees and expenses, of approximately $34.5 million, in connection with which the Company would lease the property back from the Union City Purchaser. Although the Purchase and Sale Agreement has not been terminated, the Company does not believe the transaction will be consummated at the current purchase price. Accordingly, the Company is currently discussing alternative sale and leaseback transactions with other potential purchasers, as well as possible changes to the terms of the Purchase and Sale Agreement with the Union City Purchaser or other strategic alternatives. The Company expects that if a sale and leaseback transaction for the Union City facility is consummated, whether with the Union City Purchaser or another party, the purchase price in such transaction will be materially lower than the price provided in the Purchase and Sale Agreement. Moreover,

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because the Union City facility is currently operating at a very limited portion of its capacity, the Company believes that it may not be possible to consummate a sale leaseback of the facility on acceptable terms unless the Company or an additional occupant begins using a larger portion of the facility and sales ramp up.

Cost-saving Measures

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2024 (the “Form 10-K”) a vital component of management’s intended plan to improve our liquidity and working capital requirements is reducing our operating costs to, among other things, reduce demands on our available liquidity. During the first quarter of 2024, we initiated a reduction in force (the “RIF”) pursuant to which we terminated the approximately 20% of our total workforce, excluding direct labor, and our executive officers agreed to defer approximately 20% of their cash compensation into the third quarter of 2024. Effective for the pay period beginning October 28, 2024 the Company will no longer defer approximately 20% of the cash compensation of our executive officers described above. However, the previously deferred compensation of $0.4 million in Accrued and other current liabilities in the Condensed Consolidated Balance Sheet will remain deferred and the Company does not expect to pay such deferred amounts until it has adequate liquidity to do so.

In April 2024, the Company initially furloughed 73 employees at its Union City manufacturing facility without pay and from these 16, have since been reinstated as of September 30, 2024. The Company has not incurred, and does not expect to incur, material costs in connection with the RIF and furloughs. The Company is also currently working with certain of its vendors to extend or restructure the payment terms of certain of its accounts payable. The Company currently intends to reinstate furloughed employees when the Company’s financial and operational position permits. However, there can be no assurance that such furloughed employees will be available and willing to return to work.

Aero Drone Design and Manufacturing Operations

Management’s plan also included a decision to cease the production operations of our drone design and manufacturing business and transition exclusively to operating as a Drones as a Service business, as previously disclosed in the 2023 Form 10-K. On June 6, 2024, the Company completed the previously disclosed divestiture of its Aero business (the “Aero Divestiture”) to a third party. The Company expects the Aero Divestiture to provide monthly cost savings of approximately $0.4 million and enhance its ability to concentrate on its commercial electric truck business. Under the agreement’s earn-out provisions, the Company will receive a portion of the proceeds if the Aero business realizes positive net cash flow but these contingencies are indeterminable at this time. The loss on the Aero Divestiture was $0.7 million of which $0.4 million was included in Selling, general and administrative expenses and $0.3 million in Cost of sales in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2024.

NASDAQ Listing Requirements and Reverse Stock Split

In order to regain compliance with the Listing Requirements of Nasdaq, on June 17, 2024, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s then issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. Prior periods presented have also been adjusted to reflect this change. On July 3, 2024, Nasdaq confirmed that we were in compliance with the Minimum Bid Requirement.

On October 2, 2024, the Company received a second written notice from Nasdaq indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement.

The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions.

The Company is currently evaluating various courses of action to regain compliance. There can be no assurance that the Company will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement.

In addition, Nasdaq has recently adopted new rules and proposed new rules that could hinder our ability to cure our deficiency

and maintain the continued listing of our common stock. These new rules and rule proposals would provide for the immediate

delisting with no grace period of any listed company that falls out of compliance with the minimum bid price requirement twice

in a twelve-month period, provide for the immediate delisting if a listed company effects a reverse stock split that causes it to

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fall out of compliance with certain other listing requirements, and limits the ratio of reverse stock splits to a cumulative ratio of

1-to-250 in any two-year period. Delisting would likely have an adverse effect on the liquidity of our common stock, decrease

the market price of our common stock, result in the potential loss of confidence by investors, suppliers, customers, and

employees, and fewer business development opportunities, and adversely affect our ability to obtain financing for our

continuing operations, including our ability to issue and sell additional notes to the investors party to the 2024 Securities Purchase Agreement or secure other future financing agreements.

Basis of Presentation and Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and include the accounts and operations of the Company and those of our wholly-owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. All intercompany balances and transactions have been eliminated upon consolidation.

During the period, the Company identified that certain items in its prior year Condensed Consolidated Balance Sheets were presented as combined totals, including right-of-use (ROU) assets and lease liabilities related to operating and finance leases, accounts receivable and other receivables. The Company has reclassified these amounts to separately disclose the relevant components in the accompanying financial statements. These changes in presentation do not impact total assets, total liabilities, net income, or cash flows.

The Company has elected the fair value option for its convertible debt and associated warrants. This election was made to align the measurement of these financial instruments with their market values and simplify the accounting for the components. Changes in fair value are recognized in Interest income (loss) and Fair value adjustment (loss) on warrants, respectively in the Condensed Consolidated Statement of Operations.

In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited Consolidated Financial Statements and include all adjustments necessary for the fair presentation of Workhorse’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our 2023 Form 10-K.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.

Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

The Company generates revenue through the sale of electric trucks (Workhorse W4 CC, W56 and W750) as well as service and parts directly to dealership customers and route revenue from the Company’s Stables by Workhorse. The Company reviews the performance obligations in the Company’s agreements, which is the Company’s promise to transfer the Company’s product to customers based on the performance of services, transfer of title or shipping terms in the arrangement and any other variable considerations. The revenue is allocated based on the Company's performance obligation, and an estimate of Sales returns and allowances are recognized. The Company offers concessions to certain customers and estimates the variable consideration based on historical sales activity. In addition, the Company considers the extent to which revenue should be constrained such that there is not a significant reversal of revenue in the future. In the current quarter, the Company constrained approximately $1.1 million of revenue.

On or before shipment of the trucks, the Company bills its customers the total consideration of its obligations under the agreement. Consistent with industry practice, the Company generally offers customers a limited warranty for work performed

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on the truck under the builds/sales contract. The customers do not have a contractual right of return. The Company only offers a limited warranty for the work performed on the truck. If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount the transaction price. The Company considers this an assurance-type warranty and not a separate performance obligation.

The Company's agreements do not allow customers to return products. However, under certain conditions, such as defects or non-compliance with specifications, or other allowances, the Company may elect to allow limited returns in special situations. To account for these returns, the Company estimates and records a sales returns allowance as a reduction of gross revenue. This allowance is based on historical return rates and expectations of future returns, adjusted for any known factors that may affect return rates, such as changes in product quality or customer mix.

The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality control test driving trucks, the warranty obligation is calculated by historical warranty costs per truck. Should actual costs differ from the Company’s estimates, revisions to increase or decrease the estimated warranty liability may be required.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes.

Inventory, net consisted of the following:

			September 30, 2024						December 31, 2023
Raw materials			$	46,097,429					$	32,682,324
Work in process			4,123,097						2,892,329
Finished goods			5,476,095						18,309,829
			55,696,621						53,884,482
Less: inventory reserves			(12,510,159)						(8,476,290)
Inventory, net			$	43,186,462					$	45,408,192

We reserve inventory for any excess or obsolete inventories or when we believe the net realizable value of inventories is less than the carrying value.

Inventory reserves represents the Company’s best estimate in value lost due to excessive inventory level, physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. Inventory reserves relate to inventory items including finished goods, work-in-process and raw materials. Reductions to inventory reserves are recognized only when the related inventory has been consumed, sold, disposed or scrapped.

We have a minority ownership investment in Tropos Technologies, Inc. (“Tropos”). The investment was acquired during the third quarter of 2022 in exchange for a cash payment of $5.0 million and a $5.0 million contribution of non-cash consideration representing a deposit from Tropos for future assembly services under an Assembly Services Agreement. The $5.0 million non-cash consideration was recorded as deferred revenue and is recognized as revenue over time as assembly service performance obligations are satisfied.

We recorded our investment at cost less impairment, if applicable. In accordance with FASB ASC Topic 321, Investments - Equity Securities, we assessed our investment for impairment at each reporting period to determine if the fair value declined below its cost basis and if the impairment is other-than-temporary.

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During the third quarter of 2023, we determined that our investment in Tropos was impaired based on the economic conditions and uncertainties that have significantly affected Tropos’ performance and financial position. The impairment is considered other-than-temporary as the decline in fair value of the investment is not expected to recover in the foreseeable future.

The impairment loss recognized for our investment was $10.0 million, which represents the difference between the original cost of the investment and its fair value as of the impairment assessment date. The impairment loss was recognized in Other income (loss) in the Consolidated Statements of Operations in the previous period.

The impairment of our investment did not release the Company from its obligation to perform assembly services under the Assembly Services Agreement and, accordingly, the Company continues to be obligated to perform assembly services and carry the balance of such obligations in Deferred revenue in the Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, deferred revenue related to the Assembly Services Agreement was $4.7 million.

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Prepaid expenses and other current assets consisted of the following:

			September 30, 2024						December 31, 2023
Prepaid purchases(1)			$	6,824,168					$	7,908,087
Less: prepaid purchases reserve(2)			(1,943,969)						(1,999,068)
Prepaid purchases, net			4,880,199						5,909,019
Prepaid insurance			864,110						1,283,146
Other			1,613,529						908,997
Prepaid expenses and other current assets			$	7,357,838					$	8,101,162

(1) Our prepaid purchases consist of deposits made to our suppliers for non-recurring production parts and engineering costs. As of September 30, 2024 and December 31, 2023, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 trucks. The decrease in prepaid purchases as of September 30, 2024 as compared to December 31, 2023 is primarily due to receipts of direct materials associated with our W4 CC and W750 trucks.

The following table provides a summary of sales activity for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Sales, net of returns and allowances			$	2,169,769					$	2,570,250					$	2,753,384					$	7,292,417
Other sales			339,948						458,295						1,938,067						1,396,006
Total sales, net of returns and allowances			$	2,509,717					$	3,028,545					$	4,691,451					$	8,688,423

Sales, net of returns and allowances, for the three and nine months ended September 30, 2024 consisted primarily of truck sales. Other sales for the three and nine months ended September 30, 2024 consisted of non-warranty after-sales truck services, parts and accessories and revenue generated from operating our Stables by Workhorse route, Drones as a Service prior to the Aero Divestiture, and other service revenue.

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Accrued and other current liabilities consisted of the following:

			September 30, 2024						December 31, 2023
Compensation and related costs			$	3,935,226					$	2,083,808
Accrued interest			114,438						—
Sales returns and allowances			1,102,005						—
Other			3,232,652						2,778,932
Total accrued and other current liabilities			$	8,384,321					$	4,862,740

Warranties

We provide a manufacturer's warranty on all new trucks we sell. We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The amount of warranty liability accrued reflects management’s best estimate of the nature, frequency, and costs of future claims. Historically, the cost of fulfilling the warranty obligations has principally involved replacement parts, towing and transportation costs, labor and sometimes travel for any field retrofit campaigns. Our estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ and we may be exposed to increases or decreases in our warranty liability accrual that could be material.

Accrued warranty liability activity consisted of the following for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Warranty liability, beginning of period			$	642,326					$	1,922,580					$	1,902,647					$	2,207,674
Warranty costs incurred			(61,611)						(289,404)						(189,904)						(884,717)
Provision for warranty(1)			195,708						144,344						(936,320)						454,563
Warranty liability, end of period			$	776,423					$	1,777,520					$	776,423					$	1,777,520

(1) We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models.

A reconciliation of the fair value of the convertible notes is as follows:

			Nine Months Ended September 30, 2024
Fair value of convertible notes, beginning of period			$	20,180,100
Fair value of convertible notes issued during period			45,829,120
Payments on convertible notes			(20,180,100)
Change in fair value of convertible notes (1)			(1,488,754)
Fair value of convertible notes exchanged for common stock			(31,157,899)
Fair value of convertible notes, end of period			$	13,182,467

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(1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net in the Condensed Consolidated Statements of Operations. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models.

Senior Secured Convertible Notes

2024 Securities Purchase Agreement

On March 15, 2024, we entered into the 2024 Securities Purchase Agreement with 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 in multiple tranches over a period beginning on March 15, 2024, (i) 2024 Notes for up to an aggregate principal amount of $139.0 million that will be convertible into shares of the Company’s Common Stock and (ii) 2024 Warrants to purchase shares of Common Stock.

During the three months ended September 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $10.0 million ($4.0 million on July 18; $2.6 million on August 23, and $3.4 million on September 30) and (ii) 2024 Warrants to purchase up to 10.1 million (2.7 million on July 18; 2.9 million on August 23; and 4.5 million on September 30) shares of Common Stock.

During the nine months ended September 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in aggregate original principal amount of $32.3 million and (ii) 2024 Warrants to purchase up to 15.6 million shares of Common Stock pursuant to the 2024 Securities Purchase Agreement (following adjustment in connection with the Company’s Reverse Split). As of September 30, 2024, $9.4 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants.

No 2024 Notes may be converted and no 2024 Warrants may be exercised to the extent that such conversion or exercise would cause the then holder of such 2024 Notes or 2024 Warrants to become the beneficial owner of more than 9.99% of the Company’s then outstanding Common Stock, after giving effect to such conversion or exercise.

2024 Notes

The 2024 Notes were issued with original issue discount of 12.5%, resulting in $28.3 million of net proceeds to the Company before fees and expenses for the nine months ended September 30, 2024. The 2024 Notes are or will be senior, secured obligations of the Company, ranking senior to all other unsecured indebtedness, subject to certain limitations and are unconditionally guaranteed by each of the Company’s subsidiaries, pursuant to the terms of a certain security agreement and subsidiary guarantee. The 2024 Notes are issued pursuant to the Company’s Indenture (the “Base Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and supplemental indentures thereto.

Each 2024 Notes bears interest at a rate of 9.0% per annum, payable in arrears on the first trading day of each calendar quarter, at the Company’s option, either in cash or in-kind by compounding and becoming additional principal. Upon the occurrence and during the continuance of an event of default, the interest rate will increase to 18.0% per annum. Unless earlier converted or redeemed, each 2024 Notes will mature on the one-year anniversary of the date hereof, subject to extension at the option of the holders in certain circumstances as provided therein.

All amounts due under any 2024 Notes are convertible at any time, in whole or in part, at the option of the holders into shares of Common Stock at a conversion price equal to the applicable Reference Price set forth in such 2024 Notes or (b) the greater of (x) the applicable Floor Price set forth in such 2024 Notes and (y) 87.5% of the volume weighted average price of the Common Stock during the ten trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by the converting holder. The Reference Price and Floor Price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Reference Price is also subject to full-ratchet adjustment in connection with a subsequent offering at a per share price less than the Reference Price then in effect. Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the Investor, to lower the reference price to any amount and for any period of time deemed appropriate by our board of directors. Upon the satisfaction of certain conditions, we may prepay any 2024 Notes upon 15 business days’ written notice by paying an amount equal to the greater of (i) the face value of the 2024 Notes at premium of 25% (or 75% premium, during the occurrence and continuance of an event of default, or in the event certain redemption conditions are not satisfied) and (ii) the equity value of the shares of Common Stock underlying the 2024 Notes. The equity value of our Common Stock underlying the 2024 Notes is calculated using the two greatest volume weighted average prices of our Common Stock during the period immediately preceding the date of such redemption and ending on the date we make the required payment.

The 2024 Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The 2024 Notes require the Company to maintain minimum liquidity on the last day of each fiscal quarter in the amount of either (i) $1.5 million if the sale leaseback transaction of Company’s manufacturing facility in Union City, Indiana (the “Sale Leaseback”) has not been consummated and

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(ii) $4.0 million if the Sale Leaseback has been consummated, subject to certain conditions. The 2024 Notes also contain customary events of default.

Under certain circumstances, including a change of control, the holder may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on any 2024 Notes in cash at the greater of (i) the face value of the amount of 2024 Notes to be redeemed at a 25% premium (or at a 75% premium, if certain redemption conditions are not satisfied or during the occurrence and continuance of an event of default), (ii) the equity value of our Common Stock underlying such amount of 2024 Notes to be redeemed and (iii) the equity value of the change of control consideration payable to the holder of our Common Stock underlying such 2024 Notes.

In addition, during an event of default, the holder may require us to redeem in cash all, or any portion, of any outstanding 2024 Notes at the greater of (i) the face value of our Common Stock underlying such 2024 Notes at a 75% premium and (ii) the equity value of our Common Stock underlying such 2024 Notes. In addition, during a bankruptcy event of default, we shall immediately redeem in cash all amounts due under the 2024 Notes at a 75% premium unless the holder of such 2024 Notes waives such right to receive payment. Further, upon the sale of certain assets, the holder may cause a redemption at a premium, including upon consummation of the Sale Leaseback if the redemption conditions are not satisfied. The 2024 Notes also provide for purchase and participation rights in the event of a dividend or other purchase right being granted to the holders of Common Stock.

As of September 30, 2024, the contractual principal balance of the 2024 Notes was $9.4 million and the fair value was $13.2 million. During the three months ended September 30, 2024, the Investor converted $8.5 million of principal into Common Stock and we recorded a $5.3 million fair value net loss in Interest income (expense), net in the Condensed Consolidated Statements of Operations. During the nine months ended, September 30, 2024 the Investor converted 2024 Notes in the principal amount of $22.9 million into Common Stock and we recorded a $8.9 million fair value net loss in Interest income (expense), net in the Condensed Consolidated Statements of Operations. No fair value adjustments related to the 2024 Notes attributable to changes in credit risk were recorded during the three and nine months ended September 30, 2024. Going forward, any future fair value adjustments attributable to changes in credit risk will be recorded in Other comprehensive loss.

The September 30, 2024 estimated fair value of the 2024 Notes totaled $13.2 million. The fair value was computed using a Monte Carlo Simulation Model which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 fair value measurement. The unobservable inputs utilized for measuring the fair value of the 2024 Notes reflect our assumptions about the assumptions that market participants would use in valuing the 2024 Notes as of the issuance date and subsequent reporting period.

We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model:

Issuance Date						March 15, 2024
Maturity Date						March 15, 2025
Principal Balance as of the Valuation Date						$	9,000,000
Risk-Free Rate (Annual)						5.3		%
Corporate Bond Yield						15.8		%
Volatility (Annual)						85.0		%

Issuance Date						May 10, 2024
Maturity Date						May 10, 2025
Principal Balance as of the Valuation Date						$	6,285,714
Risk-Free Rate (Annual)						5.3		%
Corporate Bond Yield						15.6		%
Volatility (Annual)						95.0		%

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Issuance Date						May 29, 2024
Maturity Date						May 29, 2025
Principal Balance as of the Valuation Date						$	7,000,000
Risk-Free Rate (Annual)						5.3		%
Corporate Bond Yield						15.6		%
Volatility (Annual)						90.0		%

Issuance Date						July 18, 2024
Maturity Date						July 18, 2025
Principal Balance as of the Valuation Date						$	4,000,000
Risk-Free Rate (Annual)						4.8		%
Corporate Bond Yield						17.4		%
Volatility (Annual)						80.0		%

Issuance Date						August 23, 2024
Maturity Date						August 23, 2025
Principal Balance as of the Valuation Date						$	2,600,000
Risk-Free Rate (Annual)						4.3		%
Corporate Bond Yield						17.8		%
Volatility (Annual)						90.0		%

Issuance Date						September 30, 2024
Maturity Date						September 30, 2025
Principal Balance as of the Valuation Date						$	3,400,000
Risk-Free Rate (Annual)						3.9		%
Corporate Bond Yield						15.9		%
Volatility (Annual)						100.0		%

As of September 30, 2024, the Company was in compliance with the debt terms and associated covenants under the 2024 Notes. As of November 18, 2024, $5.4 million in aggregate principal amount remained outstanding under the 2024 Notes.

2024 Warrants

The Investor has a purchase right that allows the Investor to participate in transactions in which the Company issues or sells certain securities or other property to holders of Common Stock, allowing the Investor to acquire, on the terms and conditions applicable to such purchase rights, the aggregate purchase rights which the Investor would have been able to acquire if the Investor held the number of shares of Common Stock acquirable upon exercise of the 2024 Warrants.

In the event of a Fundamental Transaction (as defined in the 2024 Warrants) that is not a change of control or corporate event as described in the 2024 Warrants, the surviving entity would be required to assume the Company’s obligations under the 2024 Warrants. In addition, if the Company engages in certain transactions that result in the holders of the Common Stock receiving consideration, a holder of the 2024 Warrants will have the option to either (i) exercise the 2024 Warrants prior to the consummation of such transaction and receive the consideration to be issued or distributed in connection with such transaction or (ii) cause the Company to repurchase the 2024 Warrants for its then Black Scholes Value (as defined in the 2024 Warrants).

Warrants Exercisable

During the three and nine months ended September 30, 2024, the Company issued 2024 Warrants to purchase 10.1 million and 15.6 million shares of Common Stock respectively at an exercise price ranging from $1.11 to $7.00 per share (following adjustment in connection with the Company’s Reverse Split). As of September 30, 2024, no shares have been issued pursuant to

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the 2024 Warrants. In connection with the October 16, 2024 limited waiver to the 2024 Securities Purchase Agreement (the “Waiver”), the Investor agreed to waive its right to receive warrants in connection with future 2024 Notes issuances up to $14.8 million.

The September 30, 2024 estimated fair value of the 2024 Warrants as of each respective issuance date totaled $7.2 million. During the three and nine months ended September 30, 2024, we recorded a $2.6 million and $7.1 million net fair value loss, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Warrants. The fair value of the 2024 Warrants was measured using the Black Scholes model approach.

Significant inputs to the model at each respective issuance date and September 30, 2024 were as follows:

Valuation Assumptions			September 30, 2024						Initial Recognition on March 15, 2024
Fair Value			$	688,611					$	4,749,754
Stock Price			$	0.87					$	5.32
Strike Price			$	7.0000					$	7.0000
Volatility (annual)			75.0%						45.0%
Risk-Free Rate			3.7%						4.2%
Estimated time to expiration (years)			9.50						10
Dividend Yield			0.0%						0.0%

Valuation Assumptions			September 30, 2024						Initial Recognition on May 10, 2024
Fair Value			$	758,360					$	3,706,121
Stock Price			$	0.87					$	3.60
Strike Price			$	5.8860					$	5.8860
Volatility (annual)			70.0%						50.0%
Risk-Free Rate			3.7%						4.4%
Estimated time to expiration (years)			9.6						10
Dividend Yield			0.0%						0.0%

Valuation Assumptions			September 30, 2024						Initial Recognition on May 29, 2024
Fair Value			$	849,041					$	4,099,389
Stock Price			$	0.87					$	3.80
Strike Price			$	5.8880					$	5.8880
Volatility (annual)			70.0%						45.0%
Risk-Free Rate			3.7%						4.5%
Estimated time to expiration (years)			9.7						10
Dividend Yield			0.0%						0.0%

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Valuation Assumptions			September 30, 2024						Initial Recognition on July 18, 2024
Fair Value			$	1,296,378					$	2,901,545
Stock Price			$	0.87					$	1.89
Strike Price			$	2.9300					$	2.9300
Volatility (annual)			65.0%						50.0%
Risk-Free Rate			3.7%						4.1%
Estimated time to expiration (years)			9.8						10
Dividend Yield			0.0%						0.0%

Valuation Assumptions			September 30, 2024						Initial Recognition on August 24, 2024
Fair Value			$	1,384,743					$	1,200,626
Stock Price			$	0.87					$	0.78
Strike Price			$	1.1100					$	1.1100
Volatility (annual)			45.0%						45.0%
Risk-Free Rate			3.7%						3.7%
Estimated time to expiration (years)			9.9						10
Dividend Yield			0.0%						0.0%

Valuation Assumptions			September 30, 2024						Initial Recognition on September 30, 2024
Fair Value			$	2,252,786					$	2,252,786
Stock Price			$	0.87					$	0.87
Strike Price			$	1.2700					$	1.2700
Volatility (annual)			50.0%						50.0%
Risk-Free Rate			3.7%						3.7%
Estimated time to expiration (years)			10						10
Dividend Yield			0.0%						0.0%

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. In order for a warrant to be classified in stockholders’ equity (deficit), the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification.

If a warrant does not meet the conditions for stockholders’ equity (deficit) classification, it is carried in the Condensed Consolidated Balance Sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the Consolidated Statements of Operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity (deficit) in the Condensed Consolidated Balance Sheets, and the amount initially recorded is not subsequently remeasured at fair value.

2023 Securities Purchase Agreement (Green Senior Convertible Notes Due 2026)

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On December 12, 2023, the Company entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) under which the Company issued, pursuant to the Base Indenture and a First Supplemental Indenture between the Company and the Trustee, $20.0 million principal amount of green senior convertible notes (the “2026 Notes”) due October 1, 2026. The 2026 Notes were a senior secured obligation of the Company and ranked senior to all unsecured debt of the Company. The 2026 Notes were guaranteed by all the Company’s current subsidiaries and were secured by substantially all the assets of the Company and its subsidiaries. The 2026 Notes were issued with an original issue discount of 12.5%.

The Company paid fees in connection with the issuance of the 2026 Notes of $0.6 million, resulting in net proceeds of $16.9 million. We have elected to account for the 2026 Notes using the fair value option under GAAP. All direct costs related to the issuance of our convertible notes were recognized in Interest income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2023.

During the first quarter of 2024, the Company repaid the 2026 Notes in full.

Warrants Under the 2023 Securities Purchase Agreement

On December 12, 2023, as part of the 2023 Securities Purchase Agreement, the Company issued warrants (the “2023 Warrants”) to purchase 25.6 million** shares of Common Stock at an exercise price of $8.984 per share**.

The fair value of the components of the 2023 Securities Purchase Agreement was allocated between the 2026 Notes and the 2023 Warrants. As of December 31, 2023, the fair value of the 2023 Warrants was $5.6 million. During the six months ended June 30, 2024, in connection with a First Amendment to Green Senior Secured Convertible Note Due 2026, the Company entered into an agreement to exchange the 2023 Warrants for a total of 0.4 million shares of Common Stock for a total value of $2.8 million, whereupon the 2023 Warrant was cancelled. The Company recorded a gain in the quarter ended March 31, 2024 of $2.7 million in connection with this exchange in Interest income (expense), net in the Condensed Consolidated Statements of Operations related to the 2023 Warrants. The transaction occurred in the quarter ended March 30, 2024.

** Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles

We have entered into various operating and finance lease agreements for offices, manufacturing and warehouse facilities. We determine if an arrangement is a lease, or contains a lease provision, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for our use by the lessor.

We have elected not to record in the Condensed Consolidated Balance Sheets leases with a lease term of 12 months or less at lease inception that do not contain a purchase option or renewal term provision we are reasonably certain to exercise. All other lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases may include options to extend the lease term for up to 5 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the purpose of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement for an operating lease associated with the Aero business whereby the buyer agreed to reimburse the Company for the monthly operating lease payment of approximately $52,000 per month. In connection with the Waiver, we agreed to waive the buyer’s obligation to reimburse these amounts going forward and, accordingly, we will not realize these savings in future periods through the remaining term of the lease.

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			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Short-term lease expense			$	63,428					$	74,058					$	200,858					$	200,733
Operating lease expense			385,933						614,060						1,750,431						1,754,557
Total lease expense			$	449,361					$	688,118					$	1,951,289					$	1,955,290

The Company was reimbursed by the buyer of the Aero business for operating lease payments of $156,927 and $210,136 for the three and nine months ended September 30, 2024, respectively.

Lease right-of-use assets consisted of the following:

			September 30, 2024						December 31, 2023
Operating leases			$	3,465,637					$	4,174,800
Finance leases			5,470,933						5,621,181
Total lease right-of-use assets			$	8,936,570					$	9,795,981

Lease liabilities consisted of the following:

			September 30, 2024						December 31, 2023
Operating lease liabilities, current			$	1,001,120					$	1,012,428
Finance lease liabilities, current			2,100,635						2,548,184
Operating lease liabilities, long term			4,556,738						5,280,526
Total Lease Liabilities			$	7,658,493					$	8,841,138

We estimate the fair value of the 2024 Notes, 2024 Warrants, 2026 Notes and 2023 Warrants using commonly accepted valuation methodologies upon issuance and at each reporting date. Considerable judgment was required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value model included estimates of the redemption dates, credit spreads and the market price and volatility of the Company’s Common Stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table presents the estimated fair values:

			September 30, 2024																								December 31, 2023
			Fair Value						Level 1						Level 2						Level 3						Fair Value						Level 1						Level 2						Level 3
Warrant liability			$	7,229,919					$	—					$	—					$	7,229,919					$	5,605,325					$	—					$	—					$	5,605,325
Convertible notes			$	13,182,467					$	—					$	—					$	13,182,467					$	20,180,100					$	—					$	—					$	20,180,100

We maintain, as approved by the board of directors and the stockholders, the 2017 Incentive Stock Plan, the 2019 Incentive Stock Plan, and 2023 Long-Term Incentive Plan (collectively, the “Plans”) providing for the issuance of stock-based awards to employees, officers, directors or consultants of the Company. Non-qualified stock options may only be granted with an exercise price equal to the market value of our Common Stock on the grant date. Shares reserved for stock awards under the plans total 17.5 million. Total shares remaining available for stock incentive grants under the Plans totaled approximately 3.0 million as of September 30, 2024. We have granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”) under the Plans.

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On June 17, 2024, the Company effected the Reverse Split. The authorized number of shares of Common Stock was not affected by the Reverse Split.

The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. The number of shares of Common Stock available for issuance under the Company’s equity incentive plans was not affected.

Stock-based compensation expense

The following table summarizes stock-based compensation expense for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Stock options			$	167,700					$	244,887					$	652,168					$	727,996
Restricted stock awards			1,459,282						2,385,352						5,333,433						6,952,424
Restricted stock units			(38,075)						—						101,601						—
Performance-based restricted stock awards			351,349						890,166						2,119,471						2,641,470
Total stock-based compensation expense			$	1,940,256					$	3,520,405					$	8,206,673					$	10,321,890

Stock options

A summary of stock option activity for the nine months ended September 30, 2024 is as follows:

			Number of Options						Weighted Average Exercise Price per Option						Weighted Average Remaining Contractual Life (Years)
Balance, December 31, 2023			14,822						$	205.4					8.0
Exercised			—						—						—
Balance, September 30, 2024			14,822						$	205.4					7.25
Number of options exercisable at September 30, 2024			14,822						$	205.4					7.25

As of September 30, 2024, unrecognized compensation expense was $0.0 for unvested options which is expected to be recognized over the next 0 years.

Restricted stock awards

A summary of restricted stock award activity for the nine months ended September 30, 2024 is as follows:

			Number of Unvested Shares						Weighted Average Grant Date Fair Value per Share
Balance, December 31, 2023			256,416						$	52.3
Granted			—						—
Vested			(105,793)						66.6
Forfeited			(23,595)						48.3
Balance, September 30, 2024			127,028						$	41.1

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As of September 30, 2024, unrecognized compensation expense was $2.7 million for unvested restricted stock awards which is expected to be recognized over the next 1 year.

Restricted stock units

A summary of restricted stock unit activity for the nine months ended September 30, 2024 is as follows:

			Number of Unvested Shares						Weighted Average Grant Date Fair Value per Share
Balance, December 31, 2023			—						$	—
Granted			759,120						6.34
Vested			(98,582)						6.34
Forfeited			(83,067)						6.34
Balance, September 30, 2024			577,471

As of September 30, 2024, unrecognized compensation expense was $0.4 million for unvested restricted stock units which is expected to be recognized over the next 2.4 years.

Performance share units

As of September 30, 2024, the number of unvested PSUs was 0.7 million. The vesting of PSUs is conditioned upon achievement of certain performance objectives over a performance period ending December 31, 2024, 2025 and 2026 as defined in each award agreement. For the PSUs issued in 2022 and 2023 with a performance period ending December 31, 2024 and 2025, fifty percent of the PSUs vest based upon the Company’s total shareholder return as compared to a group of peer companies (“TSR PSUs”), and fifty percent of the PSUs vest based upon our performance on certain measures including a cumulative adjusted EBITDA target (“EBITDA PSUs”). For the PSUs issued in 2024 with a performance period ending December 31, 2026, one hundred percent of the PSUs vest based upon our performance on a cumulative revenue target (“Revenue PSUs”). Depending on the actual achievement on the performance objectives, the grantee may earn between 0% and 200% of the target PSUs.

A summary of the activity for PSU awards with total shareholder return performance objectives for the nine months ended September 30, 2024 is as follows:

			Number of Unvested Shares						Weighted Average Grant Date Fair Value per Share
Balance, December 31, 2023			83,598						$	88.00
Granted			—						—
Forfeited			(7,772)						63.67
Balance, September 30, 2024			75,826						$	90.77

As of September 30, 2024, unrecognized compensation expense was $1.3 million performance measures are expected to be met and vest and be recognized over the next 0.7 years.

A summary of the PSU awards with cumulative adjusted EBITDA targets for the nine months ended September 30, 2024 is as follows:

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			Number of Unvested Shares
Balance, December 31, 2023			68,288
Granted			—
Forfeited			(7,772)
Balance, September 30, 2024			60,516

The fair value of PSUs is calculated based on the stock price on the date of grant. The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of EBITDA-based performance conditions. Future stock-based compensation expense for unvested EBITDA PSUs will be based on the fair value of the awards as of the grant date. During the quarter ended September 30, 2024, we recorded an expense of $0.1 million related to unvested 2022 issued EBITDA PSUs. This expense reflects the fair value of the EBITDA PSUs that is expected to vest based on the achievement of the established performance targets. The future stock-based compensation expense for the 2023 issued unvested revenue PSUs will be based on the fair value of the awards as of the grant date which has not yet occurred, as the cumulative adjusted EBITDA target condition is not yet defined.

Common Stock

We have one class of Common Stock, par value $0.001 per share. Each share of our Common Stock is entitled to one vote on all matters submitted to stockholders. The Company effected the Reverse Stock Split of the Company’s then issued and outstanding shares of Common Stock. The Reverse Stock Split did not affect the number of authorized shares of Common Stock for issuance, and, as of September 30, 2024, our authorized shares of Common Stock for issuance was 450.0 million with a par value $0.001 per share.

At-The-Market Sales Agreement

On March 10, 2022, we established an at-the-market equity program (the “ATM Program”). Under the ATM Program, we may offer and sell shares of our Common Stock having an aggregate sales price of up to $175.0 million.

During the three months ended September 30, 2024 no shares were issued under the ATM Program and during the nine months ended September 30, 2024, we issued 0.5 million shares under the ATM Program for net proceeds of $2.7 million. The remaining aggregate sales available under the ATM Program is $95.6 million as of September 30, 2024. Certain of our other existing financing arrangements place certain conditions and restrictions on the use of our ATM Program.

Equity Line of Credit

On December 12, 2023, the Company entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to the Purchaser up to $50.0 million of shares of Common Stock over the 24-month term of the ELOC Purchase Agreement.

In connection with the ELOC Purchase Agreement, the Company paid a non-cash commitment fee to the Purchaser in the amount of 188,755 shares of Common Stock of the Company (valued at $1.5 million). The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date. Under applicable rules of the Nasdaq Capital Market, the Company cannot issue or sell more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement to the Purchaser under the

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ELOC Purchase Agreement without stockholder approval. During nine months ended September 30, 2024, the Company sold 600,000 shares of common stock at prices ranging between $4.42 and $6.86 pursuant to the ELOC Purchase Agreement and received proceeds of $3.1 million. This activity occurred in the quarter ended March 31, 2024. The Company’s other financing arrangements substantially limit our ability to use the ELOC Purchase Agreement in the future.

The Company evaluated the contract that includes the right to require the Purchaser to purchase shares of common stock in the future (“purchased put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting as a derivative asset. The Company has analyzed the terms of the freestanding purchased put right and has concluded that it had insignificant value as of September 30, 2024.

Preferred Stock

Workhorse has authorized 75.0 million shares of Series A Preferred Stock, par value $0.001 per share. Our certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualification, limitations and restrictions thereof, applicable to the shares of preferred stock. As of September 30, 2024, there were no shares of Series A Preferred Stock issued and outstanding.

Warrants

In connection with the issuance of debt and Common Stock, we issued equity-classified warrants to purchase shares of our Common Stock. As of September 30, 2024 there were approximately 15.6 million 2024 Warrants outstanding.

As of September 30, 2024 and December 31, 2023, our deferred tax liability was zero. Cumulative deferred tax assets are fully reserved as there is not sufficient evidence to conclude it is more likely than not the deferred tax assets are realizable. No current liability for federal or state income taxes has been included in these Condensed Consolidated Financial Statements due to the loss for the periods.

Basic loss per share of Common Stock is calculated by dividing net loss by the weighted-average shares outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of Common Stock underlying outstanding stock-based awards and warrants using the treasury stock method, and convertible notes using the if-converted method, are included when calculating the diluted net loss per share of Common Stock when their effect is dilutive.

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock, because their effect was anti-dilutive:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023*						2024						2023*
Stock-based awards and warrants			16,548,518						504,707						16,548,518						504,707
Convertible notes			10,812,454						—						10,812,454						—

* Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split effective on June 17, 2024.

Accounting Standards and Pronouncements Recently Adopted

There are no accounting standards or pronouncements recently adopted impacting the Company.

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Accounting Standards and Pronouncements Not Yet Adopted

ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07 related to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations.

ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations.

All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our Consolidated Financial Statements or Financial Statement Disclosures.

General Matters

The Company is party to various negotiations and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity.

Legal Proceedings

CSI Litigation

On April 19, 2024, Coulomb Solutions Inc. (“CSI”), a supplier to the Company of certain of the batteries used in its trucks, filed a complaint against the Company in United States District Court for the Eastern District of Michigan (Case No. 2:24-cv-11048). In its complaint, CSI asserts two claims – a breach of contract claim and an alternative unjust enrichment claim – that are both based upon Workhorse’s alleged failure to pay amounts due under several invoices. CSI seeks to recover damages in excess of $4 million, including alleged past due amounts, interest, and collection costs. Workhorse filed its answer to the complaint on June 4, 2024. The parties are currently conducting discovery. The Company has accrued for these appropriate amounts as of September 30, 2024.

The Company has evaluated subsequent events for potential recognition and disclosures through the date the accompanying Condensed Consolidated Financial Statements were filed.

Nasdaq Delisting Notice

On October 2, 2024, the Company received a written notice from Nasdaq indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement. The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the bid price requirement. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period, subject to certain conditions.

The Company is currently evaluating various courses of action to regain compliance. There can be no assurance that the Company will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement.

2024 Securities Purchase Agreement

---

Pursuant to the 2024 Securities Purchase Agreement, on October 16, 2024, the Company issued and sold to the Investor a (i) 2024 Notes in the original principal amount of $1.2 million (the "Sixth Additional Note”). The Investor has waived its right to receive 2024 Warrants in connection with the Sixth Additional Note.

The issuance and sale of the Sixth Additional Note was made in connection with, and were conditioned upon, the Waiver of certain provisions of the 2024 Securities Purchase Agreement affecting the 2024 Notes and the 2024 Warrants and a related amendment to the asset purchase agreement pursuant to which the Company made its previously disclosed divestiture of its Aero business (the “Aero APA”). Pursuant to the Waiver and related amendment: (i) the Investor waived its right to receive Warrants in connection with the issuance and sale of the Sixth Additional Note, (ii) the Investor waived its right to receive Warrants in connection with the issuance and sale, if any, of additional 2024 Notes in the aggregate principal amount of up to $14.8 million, (iii) for the period commencing on October 16, 2024 and ending on and including October 16, 2025, the Investor has waived certain provisions of the 2024 Securities Purchase Agreement to permit the Company to sell up to $5.0 million in shares of Common Stock pursuant to an at-the-market offering program without a price floor and without application of certain anti-dilution and participation provisions in the 2024 Notes and the 2024 Warrants, and (iv) the Company waived the obligation of an affiliate of the Investor to make certain ongoing lease payments under the Aero APA.

During the nine months ended September 30, 2024, the Company repaid a portion of the 2024 Notes with a principal amount of $22.9 million through the issuance of 16.0 million shares of common stock. This transaction involved converting the debt into equity, which does not involve a cash outflow. However, this conversion resulted in an increase in shareholders' equity (deficit) and a reduction in long-term debt, which is reflected in the equity and liabilities sections of the Condensed Consolidated Balance Sheets.

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v3.24.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2024	Nov. 19, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-37673
Entity Registrant Name	WORKHORSE GROUP INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-1394771
Entity Address, Address Line One	3600 Park 42 Drive
Entity Address, Address Line Two	Suite 160E
Entity Address, City or Town	Sharonville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45241
City Area Code	888
Local Phone Number	646-5205
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	WKHS
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		40,981,553
Entity Central Index Key	0001425287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.24.3

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 3,244,806	$ 25,845,915
Restricted cash	0	10,000,000
Accounts receivable, less allowance for credit losses of $0.2 million and $0.2 million as of September 30, 2024 and December 31, 2023, respectively	682,673	2,326,774
Other receivables	3,002,143	2,143,435
Inventory, net	43,186,462	45,408,192
Prepaid expenses and other current assets	7,357,838	8,101,162
Total current assets	57,473,922	93,825,478
Property, plant and equipment, net	34,825,810	37,876,955
Operating lease right-of-use assets, net	3,465,637	4,174,800
Finance lease right-of-use assets, net	5,470,933	5,621,181
Other assets	176,310	176,310
Total Assets	101,412,612	141,674,724
Current liabilities:
Accounts payable	10,572,525	12,456,272
Accrued and other current liabilities	8,384,321	4,862,740
Deferred revenue	6,350,581	4,714,331
Warranty liability	776,423	1,902,647
Operating lease liabilities, current	1,001,120	1,012,428
Finance lease liabilities, current	2,100,635	2,548,184
Warrant liability	7,229,919	5,605,325
Current portion of convertible notes	13,182,467	20,180,100
Total current liabilities	49,597,991	53,282,027
Operating lease liabilities, long-term	4,556,738	5,280,526
Total Liabilities	54,154,729	58,562,553
Commitments and contingencies
Stockholders’ Equity:
Common stock, par value $0.001 per share, 450,000,000 shares authorized, 31,862,091 shares issued and outstanding as of September 30, 2024 and 14,299,042 shares issued and outstanding as of December 31, 2023 (presented on a reverse stock split-adjusted basis)	31,862	14,299
Additional paid-in capital	879,405,617	834,666,123
Accumulated deficit	(832,179,596)	(751,568,251)
Total stockholders’ equity	47,257,883	83,112,171
Total Liabilities and Stockholders’ Equity	$ 101,412,612	$ 141,674,724

v3.24.3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 0.2	$ 0.2
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	450,000,000	450,000,000
Common stock, shares issued (in shares)	31,862,091	14,299,042
Common stock, shares outstanding (in shares)	31,862,091	14,299,042

v3.24.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales, net of returns and allowances		$ 2,509,717	$ 3,028,545	$ 4,691,451	$ 8,688,423
Cost of sales		6,642,549	6,557,358	21,386,676	20,312,854
Gross loss		(4,132,832)	(3,528,813)	(16,695,225)	(11,624,431)
Operating expenses
Selling, general and administrative		7,722,014	11,756,291	33,883,845	40,448,651
Research and development		2,313,423	5,771,588	7,834,113	18,056,182
Total operating expenses		10,035,437	17,527,879	41,717,958	58,504,833
Loss from operations		(14,168,269)	(21,056,692)	(58,413,183)	(70,129,264)
Interest income (expense), net		(8,317,813)	410,980	(15,109,136)	1,466,839
Fair value adjustment (loss) on warrants		(2,649,477)	0	(7,089,027)	0
Other income (loss)		0	(10,000,000)	0	(10,000,000)
Loss before benefit for income taxes		(25,135,559)	(30,645,712)	(80,611,346)	(78,662,425)
Benefit for income taxes		0	0	0	0
Net loss		$ (25,135,559)	$ (30,645,712)	$ (80,611,346)	$ (78,662,425)
Net loss per share of common stock
Basic (in usd per share)	[1]	$ (0.98)	$ (2.84)	$ (4.06)	$ (8.29)
Diluted (in usd per share)	[1]	$ (0.98)	$ (2.84)	$ (4.06)	$ (8.29)
Weighted average shares used in computing net loss per share of common stock
Basic (in shares)	[1]	25,589,725	10,793,926	19,879,290	9,487,842
Diluted (in shares)	[1]	25,589,725	10,793,926	19,879,290	9,487,842
[1] Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles.

v3.24.3

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical)	Jun. 17, 2024
Income Statement [Abstract]
Reverse split ratio	0.05

v3.24.3

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($)		Total	At The Market Offering	Private Placement	2026 Notes	2024 Securities Purchase Agreement	2023 Warrants	Common Stock		Common Stock At The Market Offering		Common Stock Private Placement		Common Stock 2026 Notes		Common Stock 2024 Securities Purchase Agreement		Common Stock 2023 Warrants		Additional Paid-in Capital		Additional Paid-in Capital At The Market Offering	[1]	Additional Paid-in Capital Private Placement	[1]	Additional Paid-in Capital 2026 Notes	[3]	Additional Paid-in Capital 2024 Securities Purchase Agreement	[3]	Additional Paid-in Capital 2023 Warrants	[3]	Accumulated Deficit
Common stock, beginning balance (in shares) at Dec. 31, 2022	[1]							8,280,268
Beginning balance at Dec. 31, 2022		$ 108,586,931						$ 8,280	[1]											$ 736,227,713	[1]											$ (627,649,062)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for securities litigation settlement (in shares)	[1]	1,269,036
Common stock issued for securities litigation settlement		$ 20,000,000						$ 1,269	[1]											19,998,731	[1]
Common stock issued (in shares)	[1]									3,166,168		5,817
Common stock issued			$ 52,789,512	$ 200,000						$ 3,166	[1]	$ 6	[1]									$ 52,786,346		$ 199,994
Stock options and vesting of restricted shares (in shares)	[1],[2]							47,818
Stock options and vesting of restricted shares	[2]	(467,214)						$ 48	[1]											(467,262)	[1]
Stock-based compensation		10,321,889																		10,321,889	[1]
Net loss		(78,662,425)																														(78,662,425)
Common stock, ending balance (in shares) at Sep. 30, 2023	[1]							12,769,107
Ending balance at Sep. 30, 2023		112,768,693						$ 12,769	[1]											819,067,411	[1]											(706,311,487)
Common stock, beginning balance (in shares) at Jun. 30, 2023	[1]							10,261,058
Beginning balance at Jun. 30, 2023		107,387,721						$ 10,261	[1]											783,043,235	[1]											(675,665,775)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for securities litigation settlement (in shares)	[1]							1,269,036
Common stock issued for securities litigation settlement		20,000,000						$ 1,269	[1]											19,998,731	[1]
Common stock issued (in shares)	[1]									1,231,961
Common stock issued			$ 12,497,904							$ 1,232	[1]											$ 12,496,672
Stock options and vesting of restricted shares (in shares)	[1],[2]							7,052
Stock options and vesting of restricted shares	[2]	8,376						$ 7	[1]											8,369	[1]
Stock-based compensation		3,520,404																		3,520,404	[1]
Net loss		(30,645,712)																														(30,645,712)
Common stock, ending balance (in shares) at Sep. 30, 2023	[1]							12,769,107
Ending balance at Sep. 30, 2023		$ 112,768,693						$ 12,769	[1]											819,067,411	[1]											(706,311,487)
Common stock, beginning balance (in shares) at Dec. 31, 2023		14,299,042						14,299,042	[3]
Beginning balance at Dec. 31, 2023		$ 83,112,171						$ 14,299	[3]											834,666,123	[3]											(751,568,251)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued, convertible securities							$ 2,800,000
Common stock, ending balance (in shares) at Jun. 30, 2024	[3]							20,738,091
Ending balance at Jun. 30, 2024		$ 58,636,957						$ 20,738	[3]											865,660,256	[3]											(807,044,037)
Common stock, beginning balance (in shares) at Dec. 31, 2023		14,299,042						14,299,042	[3]
Beginning balance at Dec. 31, 2023		$ 83,112,171						$ 14,299	[3]											834,666,123	[3]											(751,568,251)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued (in shares)	[3]							490,445
Common stock issued		1,242,649						$ 490	[3]											1,242,159	[3]
Common stock issued, convertible securities (in shares)	[3]															16,111,989		425,000
Common stock issued, convertible securities						$ 29,691,574	$ 2,847,500									$ 16,112	[3]	$ 425	[3]									$ 29,675,462		$ 2,847,075
Issuance of common stock under ELOC Purchase Agreement (in shares)	[3]													600,000
Issuance of common stock under ELOC Purchase Agreement					$ 3,124,000									$ 600	[3]											$ 3,123,400
Stock options and vesting of restricted shares (in shares)	[3],[4]							206,993
Stock options and vesting of restricted shares	[4]	(171,043)						$ 207	[3]											(171,250)	[3]
Stock-based compensation		8,022,851																		8,022,851	[3]
Treasury Stock (in shares)	[3]							(271,378)
Other		(474)						$ (271)	[3]											(203)	[3]
Net loss		$ (80,611,346)																														(80,611,346)
Common stock, ending balance (in shares) at Sep. 30, 2024		31,862,091						31,862,091	[3]
Ending balance at Sep. 30, 2024		$ 47,257,883						$ 31,862	[3]											879,405,617	[3]											(832,179,596)
Common stock, beginning balance (in shares) at Jun. 30, 2024	[3]							20,738,091
Beginning balance at Jun. 30, 2024		58,636,957						$ 20,738	[3]											865,660,256	[3]											(807,044,037)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued, convertible securities (in shares)	[3]															11,162,343
Common stock issued, convertible securities						$ 11,781,059										$ 11,162	[3]											$ 11,769,897
Stock options and vesting of restricted shares (in shares)	[3],[4]							105,001
Stock options and vesting of restricted shares	[4]	(2,761)						$ 105	[3]											(2,866)	[3]
Stock-based compensation		1,978,330																		1,978,330	[3]
Other (in shares)	[3]							(143,344)
Other		(143)						$ (143)	[3]
Net loss		$ (25,135,559)																														(25,135,559)
Common stock, ending balance (in shares) at Sep. 30, 2024		31,862,091						31,862,091	[3]
Ending balance at Sep. 30, 2024		$ 47,257,883						$ 31,862	[3]											$ 879,405,617	[3]											$ (832,179,596)
[1] Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles. [2] Net of tax payments related to shares withheld for option exercises and vested stock. [3] Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles. [4] Net of tax payments related to shares withheld for option exercises and vested stock.

v3.24.3

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parenthetical)	Jun. 17, 2024
Statement of Financial Position [Abstract]
Reverse split ratio	0.05

v3.24.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (80,611,346)	$ (78,662,425)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,959,822	2,468,832
Deferred revenue	1,636,250	(143,169)
Stock-based compensation	8,206,673	10,321,889
Change in inventory and prepaid purchases reserve	1,084,906	550,090
Non-cash lease expense	580,123	583,348
Other non-cash items	2,917,251	200,000
Impairment of investment in Tropos	0	10,000,000
Effects of changes in operating assets and liabilities:
Accounts receivable	785,394	(5,295,003)
Inventory, net	1,238,803	(28,492,532)
Prepaid expenses and other current assets	641,345	(1,083,886)
Accounts payable, accrued liabilities and other	2,570,035	(5,563,625)
Warranty liability	(1,126,224)	(430,154)
Net cash used in operating activities	(40,115,793)	(95,546,635)
Cash flows from investing activities:
Capital expenditures	(4,027,565)	(16,527,317)
Net cash used in investing activities	(4,027,565)	(16,527,317)
Cash flows from financing activities:
Proceeds on convertible notes	28,250,000	0
Payments on convertible notes	(20,000,000)	0
Proceeds from issuance of common stock	4,366,649	52,789,512
Payments on finance lease	(903,357)	(659,582)
Exercise of options and restricted share award activity	(171,043)	(467,214)
Net cash provided by financing activities	11,542,249	51,662,716
Change in cash and cash equivalents	(32,601,109)	(60,411,236)
Cash and cash equivalents, beginning of the period	35,845,915	99,276,301
Cash and cash equivalents, end of the period	3,244,806	38,865,065
2023 Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value and gain on conversion of 2026 Notes and exchange of 2023 Warrants	(2,937,925)	0
2024 Warrants
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value and gain on conversion of 2026 Notes and exchange of 2023 Warrants	$ 18,939,100	$ 0

v3.24.3

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES	SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES Overview Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us”, or “our”) is an American technology company with a vision to pioneer the transition to zero-emission commercial trucks. We design, develop, manufacture and sell fully electric trucks. Liquidity, Capital Resources, and Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these Condensed Consolidated Financial Statements are issued and will be able to realize assets and discharge its liabilities and commitments in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date these Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. We had sales of $4.7 million, incurred a net loss of $80.6 million and used $40.1 million of cash in operating activities during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $3.2 million of cash and cash equivalents, net accounts receivable of $0.7 million, other receivables of $3.0 million, inventory, net of $43.2 million and accounts payable of $10.6 million. As of September 30, 2024, the Company had working capital of $7.9 million and an accumulated deficit of $832.2 million. As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and working capital, which includes, but is not limited to: •Generating revenue by increasing sales of our trucks and other services. •Reducing expenses and limiting non-contracted capital expenditures. •Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement (as defined below) and our At-the-Market Sales Agreement (“ATM Agreement”), the sale of assets, or other strategic transactions. It is essential that we have access to capital as we bring our existing line of trucks to market, scale up production and sales of such trucks and continue to develop additional variations of our existing trucks and our next generation of trucks. There is no assurance that we will be successful in implementing management’s plans to generate liquidity to fund these activities or other aspects of our short and long-term strategy, that our projections of our future capital needs will prove accurate or that any additional funding would be available or sufficient to continue operations in future periods. To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity, debt and equity-linked securities, including the continued access to the additional closings of, as of November 18, 2024, up to $105.5 million in aggregate principal amount of additional 2024 Notes (as defined below) and, if our share price makes such exercise feasible, the possible receipt of proceeds from the exercise of the corresponding 2024 Warrants (as defined below) pursuant to the 2024 Securities Purchase Agreement (as defined below), and the continued use of the ATM Agreement, for which there can be no assurance we will be successful in such efforts. We will also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our truck programs and satisfy our obligations as they become due, the Company will be materially and adversely affected. This could affect future truck program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. The Company’s current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these Condensed Consolidated Financial Statements. Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities and our ability to regain compliance with the listing requirements of the Nasdaq Capital Market. If we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. Due to these uncertainties and continued delays in market adoption of commercial electric trucks, the Company identified a triggering event under ASC 360-35-21 that required further analysis and concluded that no impairment was required. Additional actions taken by the Company with regards to liquidity and its plan to manage operating capital include the following: Financings under the 2024 Securities Purchase Agreement As part of management's plan to raise capital to fund operations, we have entered into a financing arrangement that makes liquidity available in both the short term and over time. On March 15, 2024, we have entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with an institutional investor (the “Investor”) under which we agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the “2024 Notes”) that are convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”) and (ii) warrants (the “ 2024 Warrants”) to purchase shares of Common Stock. Pursuant to the 2024 Securities Purchase Agreement, during the three months ended September 30, 2024 the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $10.0 million ($4.0 million on July 18; $2.6 million on August 23, and $3.4 million on September 30) and (ii) 2024 Warrants to purchase up to 10.1 million (2.7 million on July 18; 2.9 million on August 23; and 4.5 million on September 30) shares of Common Stock. As of September 30, 2024, $9.4 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, as of September 30, 2024, the 2024 Securities Purchase Agreement contemplates additional closings of 2024 Notes of up to $106.7 million in aggregate principal amount of additional 2024 Notes and corresponding 2024 Warrants. Sale Leaseback of Union City, Indiana Manufacturing Facility Another strategic opportunity identified by management to raise capital to fund operations was to enter into a sale leaseback for our Union City, Indiana manufacturing facility. As previously reported, on January 31, 2024, a subsidiary of the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with William Repny LLC (the “Union City Purchaser”) for the sale of the Company’s Union City, Indiana manufacturing facility for a purchase price, before fees and expenses, of approximately $34.5 million, in connection with which the Company would lease the property back from the Union City Purchaser. Although the Purchase and Sale Agreement has not been terminated, the Company does not believe the transaction will be consummated at the current purchase price. Accordingly, the Company is currently discussing alternative sale and leaseback transactions with other potential purchasers, as well as possible changes to the terms of the Purchase and Sale Agreement with the Union City Purchaser or other strategic alternatives. The Company expects that if a sale and leaseback transaction for the Union City facility is consummated, whether with the Union City Purchaser or another party, the purchase price in such transaction will be materially lower than the price provided in the Purchase and Sale Agreement. Moreover, because the Union City facility is currently operating at a very limited portion of its capacity, the Company believes that it may not be possible to consummate a sale leaseback of the facility on acceptable terms unless the Company or an additional occupant begins using a larger portion of the facility and sales ramp up. Cost-saving Measures As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2024 (the “Form 10-K”) a vital component of management’s intended plan to improve our liquidity and working capital requirements is reducing our operating costs to, among other things, reduce demands on our available liquidity. During the first quarter of 2024, we initiated a reduction in force (the “RIF”) pursuant to which we terminated the approximately 20% of our total workforce, excluding direct labor, and our executive officers agreed to defer approximately 20% of their cash compensation into the third quarter of 2024. Effective for the pay period beginning October 28, 2024 the Company will no longer defer approximately 20% of the cash compensation of our executive officers described above. However, the previously deferred compensation of $0.4 million in Accrued and other current liabilities in the Condensed Consolidated Balance Sheet will remain deferred and the Company does not expect to pay such deferred amounts until it has adequate liquidity to do so. In April 2024, the Company initially furloughed 73 employees at its Union City manufacturing facility without pay and from these 16, have since been reinstated as of September 30, 2024. The Company has not incurred, and does not expect to incur, material costs in connection with the RIF and furloughs. The Company is also currently working with certain of its vendors to extend or restructure the payment terms of certain of its accounts payable. The Company currently intends to reinstate furloughed employees when the Company’s financial and operational position permits. However, there can be no assurance that such furloughed employees will be available and willing to return to work. Aero Drone Design and Manufacturing Operations Management’s plan also included a decision to cease the production operations of our drone design and manufacturing business and transition exclusively to operating as a Drones as a Service business, as previously disclosed in the 2023 Form 10-K. On June 6, 2024, the Company completed the previously disclosed divestiture of its Aero business (the “Aero Divestiture”) to a third party. The Company expects the Aero Divestiture to provide monthly cost savings of approximately $0.4 million and enhance its ability to concentrate on its commercial electric truck business. Under the agreement’s earn-out provisions, the Company will receive a portion of the proceeds if the Aero business realizes positive net cash flow but these contingencies are indeterminable at this time. The loss on the Aero Divestiture was $0.7 million of which $0.4 million was included in Selling, general and administrative expenses and $0.3 million in Cost of sales in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2024. NASDAQ Listing Requirements and Reverse Stock Split In order to regain compliance with the Listing Requirements of Nasdaq, on June 17, 2024, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s then issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. Prior periods presented have also been adjusted to reflect this change. On July 3, 2024, Nasdaq confirmed that we were in compliance with the Minimum Bid Requirement. On October 2, 2024, the Company received a second written notice from Nasdaq indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement. The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions. The Company is currently evaluating various courses of action to regain compliance. There can be no assurance that the Company will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement. In addition, Nasdaq has recently adopted new rules and proposed new rules that could hinder our ability to cure our deficiency and maintain the continued listing of our common stock. These new rules and rule proposals would provide for the immediate delisting with no grace period of any listed company that falls out of compliance with the minimum bid price requirement twice in a twelve-month period, provide for the immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and limits the ratio of reverse stock splits to a cumulative ratio of 1-to-250 in any two-year period. Delisting would likely have an adverse effect on the liquidity of our common stock, decrease the market price of our common stock, result in the potential loss of confidence by investors, suppliers, customers, and employees, and fewer business development opportunities, and adversely affect our ability to obtain financing for our continuing operations, including our ability to issue and sell additional notes to the investors party to the 2024 Securities Purchase Agreement or secure other future financing agreements. Basis of Presentation and Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and include the accounts and operations of the Company and those of our wholly-owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. All intercompany balances and transactions have been eliminated upon consolidation. During the period, the Company identified that certain items in its prior year Condensed Consolidated Balance Sheets were presented as combined totals, including right-of-use (ROU) assets and lease liabilities related to operating and finance leases, accounts receivable and other receivables. The Company has reclassified these amounts to separately disclose the relevant components in the accompanying financial statements. These changes in presentation do not impact total assets, total liabilities, net income, or cash flows. The Company has elected the fair value option for its convertible debt and associated warrants. This election was made to align the measurement of these financial instruments with their market values and simplify the accounting for the components. Changes in fair value are recognized in Interest income (loss) and Fair value adjustment (loss) on warrants, respectively in the Condensed Consolidated Statement of Operations. In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited Consolidated Financial Statements and include all adjustments necessary for the fair presentation of Workhorse’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our 2023 Form 10-K. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company generates revenue through the sale of electric trucks (Workhorse W4 CC, W56 and W750) as well as service and parts directly to dealership customers and route revenue from the Company’s Stables by Workhorse. The Company reviews the performance obligations in the Company’s agreements, which is the Company’s promise to transfer the Company’s product to customers based on the performance of services, transfer of title or shipping terms in the arrangement and any other variable considerations. The revenue is allocated based on the Company's performance obligation, and an estimate of Sales returns and allowances are recognized. The Company offers concessions to certain customers and estimates the variable consideration based on historical sales activity. In addition, the Company considers the extent to which revenue should be constrained such that there is not a significant reversal of revenue in the future. In the current quarter, the Company constrained approximately $1.1 million of revenue. On or before shipment of the trucks, the Company bills its customers the total consideration of its obligations under the agreement. Consistent with industry practice, the Company generally offers customers a limited warranty for work performed on the truck under the builds/sales contract. The customers do not have a contractual right of return. The Company only offers a limited warranty for the work performed on the truck. If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount the transaction price. The Company considers this an assurance-type warranty and not a separate performance obligation. The Company's agreements do not allow customers to return products. However, under certain conditions, such as defects or non-compliance with specifications, or other allowances, the Company may elect to allow limited returns in special situations. To account for these returns, the Company estimates and records a sales returns allowance as a reduction of gross revenue. This allowance is based on historical return rates and expectations of future returns, adjusted for any known factors that may affect return rates, such as changes in product quality or customer mix. The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality control test driving trucks, the warranty obligation is calculated by historical warranty costs per truck. Should actual costs differ from the Company’s estimates, revisions to increase or decrease the estimated warranty liability may be required. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes.

v3.24.3

INVENTORY, NET	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORY, NET	INVENTORY, NET Inventory, net consisted of the following: September 30, 2024 December 31, 2023 Raw materials $ 46,097,429  $ 32,682,324  Work in process 4,123,097  2,892,329  Finished goods 5,476,095  18,309,829  55,696,621  53,884,482  Less: inventory reserves (12,510,159) (8,476,290) Inventory, net $ 43,186,462  $ 45,408,192  We reserve inventory for any excess or obsolete inventories or when we believe the net realizable value of inventories is less than the carrying value. Inventory reserves represents the Company’s best estimate in value lost due to excessive inventory level, physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. Inventory reserves relate to inventory items including finished goods, work-in-process and raw materials. Reductions to inventory reserves are recognized only when the related inventory has been consumed, sold, disposed or scrapped. As of September 30, 2024 and December 31, 2023, we carried inventory reserves of $12.5 million and $8.5 million, respectively. The increase in inventory reserves was primarily attributable to excess inventory due to slower than anticipated truck sales.

v3.24.3

CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS	CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS We have a minority ownership investment in Tropos Technologies, Inc. (“Tropos”). The investment was acquired during the third quarter of 2022 in exchange for a cash payment of $5.0 million and a $5.0 million contribution of non-cash consideration representing a deposit from Tropos for future assembly services under an Assembly Services Agreement. The $5.0 million non-cash consideration was recorded as deferred revenue and is recognized as revenue over time as assembly service performance obligations are satisfied. We recorded our investment at cost less impairment, if applicable. In accordance with FASB ASC Topic 321, Investments - Equity Securities, we assessed our investment for impairment at each reporting period to determine if the fair value declined below its cost basis and if the impairment is other-than-temporary. During the third quarter of 2023, we determined that our investment in Tropos was impaired based on the economic conditions and uncertainties that have significantly affected Tropos’ performance and financial position. The impairment is considered other-than-temporary as the decline in fair value of the investment is not expected to recover in the foreseeable future. The impairment loss recognized for our investment was $10.0 million, which represents the difference between the original cost of the investment and its fair value as of the impairment assessment date. The impairment loss was recognized in Other income (loss) in the Consolidated Statements of Operations in the previous period. The impairment of our investment did not release the Company from its obligation to perform assembly services under the Assembly Services Agreement and, accordingly, the Company continues to be obligated to perform assembly services and carry the balance of such obligations in Deferred revenue in the Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, deferred revenue related to the Assembly Services Agreement was $4.7 million.

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: September 30, 2024 December 31, 2023 Prepaid purchases(1) $ 6,824,168  $ 7,908,087  Less: prepaid purchases reserve(2) (1,943,969) (1,999,068) Prepaid purchases, net 4,880,199  5,909,019  Prepaid insurance 864,110  1,283,146  Other 1,613,529  908,997  Prepaid expenses and other current assets $ 7,357,838  $ 8,101,162  (1) Our prepaid purchases consist of deposits made to our suppliers for non-recurring production parts and engineering costs. As of September 30, 2024 and December 31, 2023, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 trucks. The decrease in prepaid purchases as of September 30, 2024 as compared to December 31, 2023 is primarily due to receipts of direct materials associated with our W4 CC and W750 trucks. (2) We record reserves on prepaid purchases that are significantly aged and for balances specifically identified as having a carrying value in excess of net realizable value. The prepaid purchases reserve represents our best estimate of deposits on orders that we do not expect to recover.

v3.24.3

REVENUE	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE The following table provides a summary of sales activity for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sales, net of returns and allowances $ 2,169,769  $ 2,570,250  $ 2,753,384  $ 7,292,417  Other sales 339,948  458,295  1,938,067  1,396,006  Total sales, net of returns and allowances $ 2,509,717  $ 3,028,545  $ 4,691,451  $ 8,688,423  Sales, net of returns and allowances, for the three and nine months ended September 30, 2024 consisted primarily of truck sales. Other sales for the three and nine months ended September 30, 2024 consisted of non-warranty after-sales truck services, parts and accessories and revenue generated from operating our Stables by Workhorse route, Drones as a Service prior to the Aero Divestiture, and other service revenue. Deferred revenue was $6.4 million and $4.7 million as of September 30, 2024 and December 31, 2023, respectively, consisting of the total service fee allocated to the assembly service performance obligations under the Tropos Assembly Services Agreement of $4.7 million and certain performance obligations related to the sale of W4 CC trucks in the second quarter of 2024 that were unsatisfied as of September 30, 2024 of $1.7 million. The Company expects to recognize a portion of deferred revenue related to the sale of W4 CC trucks as revenue during the remainder of 2024.

v3.24.3

ACCRUED AND OTHER CURRENT LIABILITIES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCRUED AND OTHER CURRENT LIABILITIES	ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following: September 30, 2024 December 31, 2023 Compensation and related costs $ 3,935,226  $ 2,083,808  Accrued interest 114,438  —  Sales returns and allowances 1,102,005  —  Other 3,232,652  2,778,932  Total accrued and other current liabilities $ 8,384,321  $ 4,862,740  Warranties We provide a manufacturer's warranty on all new trucks we sell. We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The amount of warranty liability accrued reflects management’s best estimate of the nature, frequency, and costs of future claims. Historically, the cost of fulfilling the warranty obligations has principally involved replacement parts, towing and transportation costs, labor and sometimes travel for any field retrofit campaigns. Our estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ and we may be exposed to increases or decreases in our warranty liability accrual that could be material. Accrued warranty liability activity consisted of the following for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Warranty liability, beginning of period $ 642,326  $ 1,922,580  $ 1,902,647  $ 2,207,674  Warranty costs incurred (61,611) (289,404) (189,904) (884,717) Provision for warranty(1) 195,708  144,344  (936,320) 454,563  Warranty liability, end of period $ 776,423  $ 1,777,520  $ 776,423  $ 1,777,520  (1) We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models.

v3.24.3

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	DEBT A reconciliation of the fair value of the convertible notes is as follows: Nine Months Ended September 30, 2024 Fair value of convertible notes, beginning of period $ 20,180,100  Fair value of convertible notes issued during period 45,829,120  Payments on convertible notes (20,180,100) Change in fair value of convertible notes (1) (1,488,754) Fair value of convertible notes exchanged for common stock (31,157,899) Fair value of convertible notes, end of period $ 13,182,467  (1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net in the Condensed Consolidated Statements of Operations. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models. Senior Secured Convertible Notes 2024 Securities Purchase Agreement On March 15, 2024, we entered into the 2024 Securities Purchase Agreement with 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 in multiple tranches over a period beginning on March 15, 2024, (i) 2024 Notes for up to an aggregate principal amount of $139.0 million that will be convertible into shares of the Company’s Common Stock and (ii) 2024 Warrants to purchase shares of Common Stock. During the three months ended September 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $10.0 million ($4.0 million on July 18; $2.6 million on August 23, and $3.4 million on September 30) and (ii) 2024 Warrants to purchase up to 10.1 million (2.7 million on July 18; 2.9 million on August 23; and 4.5 million on September 30) shares of Common Stock. During the nine months ended September 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in aggregate original principal amount of $32.3 million and (ii) 2024 Warrants to purchase up to 15.6 million shares of Common Stock pursuant to the 2024 Securities Purchase Agreement (following adjustment in connection with the Company’s Reverse Split). As of September 30, 2024, $9.4 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. No 2024 Notes may be converted and no 2024 Warrants may be exercised to the extent that such conversion or exercise would cause the then holder of such 2024 Notes or 2024 Warrants to become the beneficial owner of more than 9.99% of the Company’s then outstanding Common Stock, after giving effect to such conversion or exercise. 2024 Notes The 2024 Notes were issued with original issue discount of 12.5%, resulting in $28.3 million of net proceeds to the Company before fees and expenses for the nine months ended September 30, 2024. The 2024 Notes are or will be senior, secured obligations of the Company, ranking senior to all other unsecured indebtedness, subject to certain limitations and are unconditionally guaranteed by each of the Company’s subsidiaries, pursuant to the terms of a certain security agreement and subsidiary guarantee. The 2024 Notes are issued pursuant to the Company’s Indenture (the “Base Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and supplemental indentures thereto. Each 2024 Notes bears interest at a rate of 9.0% per annum, payable in arrears on the first trading day of each calendar quarter, at the Company’s option, either in cash or in-kind by compounding and becoming additional principal. Upon the occurrence and during the continuance of an event of default, the interest rate will increase to 18.0% per annum. Unless earlier converted or redeemed, each 2024 Notes will mature on the one-year anniversary of the date hereof, subject to extension at the option of the holders in certain circumstances as provided therein. All amounts due under any 2024 Notes are convertible at any time, in whole or in part, at the option of the holders into shares of Common Stock at a conversion price equal to the applicable Reference Price set forth in such 2024 Notes or (b) the greater of (x) the applicable Floor Price set forth in such 2024 Notes and (y) 87.5% of the volume weighted average price of the Common Stock during the ten trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by the converting holder. The Reference Price and Floor Price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Reference Price is also subject to full-ratchet adjustment in connection with a subsequent offering at a per share price less than the Reference Price then in effect. Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the Investor, to lower the reference price to any amount and for any period of time deemed appropriate by our board of directors. Upon the satisfaction of certain conditions, we may prepay any 2024 Notes upon 15 business days’ written notice by paying an amount equal to the greater of (i) the face value of the 2024 Notes at premium of 25% (or 75% premium, during the occurrence and continuance of an event of default, or in the event certain redemption conditions are not satisfied) and (ii) the equity value of the shares of Common Stock underlying the 2024 Notes. The equity value of our Common Stock underlying the 2024 Notes is calculated using the two greatest volume weighted average prices of our Common Stock during the period immediately preceding the date of such redemption and ending on the date we make the required payment. The 2024 Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The 2024 Notes require the Company to maintain minimum liquidity on the last day of each fiscal quarter in the amount of either (i) $1.5 million if the sale leaseback transaction of Company’s manufacturing facility in Union City, Indiana (the “Sale Leaseback”) has not been consummated and (ii) $4.0 million if the Sale Leaseback has been consummated, subject to certain conditions. The 2024 Notes also contain customary events of default. Under certain circumstances, including a change of control, the holder may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on any 2024 Notes in cash at the greater of (i) the face value of the amount of 2024 Notes to be redeemed at a 25% premium (or at a 75% premium, if certain redemption conditions are not satisfied or during the occurrence and continuance of an event of default), (ii) the equity value of our Common Stock underlying such amount of 2024 Notes to be redeemed and (iii) the equity value of the change of control consideration payable to the holder of our Common Stock underlying such 2024 Notes. In addition, during an event of default, the holder may require us to redeem in cash all, or any portion, of any outstanding 2024 Notes at the greater of (i) the face value of our Common Stock underlying such 2024 Notes at a 75% premium and (ii) the equity value of our Common Stock underlying such 2024 Notes. In addition, during a bankruptcy event of default, we shall immediately redeem in cash all amounts due under the 2024 Notes at a 75% premium unless the holder of such 2024 Notes waives such right to receive payment. Further, upon the sale of certain assets, the holder may cause a redemption at a premium, including upon consummation of the Sale Leaseback if the redemption conditions are not satisfied. The 2024 Notes also provide for purchase and participation rights in the event of a dividend or other purchase right being granted to the holders of Common Stock. As of September 30, 2024, the contractual principal balance of the 2024 Notes was $9.4 million and the fair value was $13.2 million. During the three months ended September 30, 2024, the Investor converted $8.5 million of principal into Common Stock and we recorded a $5.3 million fair value net loss in Interest income (expense), net in the Condensed Consolidated Statements of Operations. During the nine months ended, September 30, 2024 the Investor converted 2024 Notes in the principal amount of $22.9 million into Common Stock and we recorded a $8.9 million fair value net loss in Interest income (expense), net in the Condensed Consolidated Statements of Operations. No fair value adjustments related to the 2024 Notes attributable to changes in credit risk were recorded during the three and nine months ended September 30, 2024. Going forward, any future fair value adjustments attributable to changes in credit risk will be recorded in Other comprehensive loss. The September 30, 2024 estimated fair value of the 2024 Notes totaled $13.2 million. The fair value was computed using a Monte Carlo Simulation Model which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 fair value measurement. The unobservable inputs utilized for measuring the fair value of the 2024 Notes reflect our assumptions about the assumptions that market participants would use in valuing the 2024 Notes as of the issuance date and subsequent reporting period. We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Issuance Date March 15, 2024 Maturity Date March 15, 2025 Principal Balance as of the Valuation Date $ 9,000,000  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.8  % Volatility (Annual) 85.0  % Issuance Date May 10, 2024 Maturity Date May 10, 2025 Principal Balance as of the Valuation Date $ 6,285,714  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.6  % Volatility (Annual) 95.0  % Issuance Date May 29, 2024 Maturity Date May 29, 2025 Principal Balance as of the Valuation Date $ 7,000,000  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.6  % Volatility (Annual) 90.0  % Issuance Date July 18, 2024 Maturity Date July 18, 2025 Principal Balance as of the Valuation Date $ 4,000,000  Risk-Free Rate (Annual) 4.8  % Corporate Bond Yield 17.4  % Volatility (Annual) 80.0  % Issuance Date August 23, 2024 Maturity Date August 23, 2025 Principal Balance as of the Valuation Date $ 2,600,000  Risk-Free Rate (Annual) 4.3  % Corporate Bond Yield 17.8  % Volatility (Annual) 90.0  % Issuance Date September 30, 2024 Maturity Date September 30, 2025 Principal Balance as of the Valuation Date $ 3,400,000  Risk-Free Rate (Annual) 3.9  % Corporate Bond Yield 15.9  % Volatility (Annual) 100.0  % As of September 30, 2024, the Company was in compliance with the debt terms and associated covenants under the 2024 Notes. As of November 18, 2024, $5.4 million in aggregate principal amount remained outstanding under the 2024 Notes. 2024 Warrants The Investor has a purchase right that allows the Investor to participate in transactions in which the Company issues or sells certain securities or other property to holders of Common Stock, allowing the Investor to acquire, on the terms and conditions applicable to such purchase rights, the aggregate purchase rights which the Investor would have been able to acquire if the Investor held the number of shares of Common Stock acquirable upon exercise of the 2024 Warrants. In the event of a Fundamental Transaction (as defined in the 2024 Warrants) that is not a change of control or corporate event as described in the 2024 Warrants, the surviving entity would be required to assume the Company’s obligations under the 2024 Warrants. In addition, if the Company engages in certain transactions that result in the holders of the Common Stock receiving consideration, a holder of the 2024 Warrants will have the option to either (i) exercise the 2024 Warrants prior to the consummation of such transaction and receive the consideration to be issued or distributed in connection with such transaction or (ii) cause the Company to repurchase the 2024 Warrants for its then Black Scholes Value (as defined in the 2024 Warrants). Warrants Exercisable During the three and nine months ended September 30, 2024, the Company issued 2024 Warrants to purchase 10.1 million and 15.6 million shares of Common Stock respectively at an exercise price ranging from $1.11 to $7.00 per share (following adjustment in connection with the Company’s Reverse Split). As of September 30, 2024, no shares have been issued pursuant to the 2024 Warrants. In connection with the October 16, 2024 limited waiver to the 2024 Securities Purchase Agreement (the “Waiver”), the Investor agreed to waive its right to receive warrants in connection with future 2024 Notes issuances up to $14.8 million. The September 30, 2024 estimated fair value of the 2024 Warrants as of each respective issuance date totaled $7.2 million. During the three and nine months ended September 30, 2024, we recorded a $2.6 million and $7.1 million net fair value loss, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Warrants. The fair value of the 2024 Warrants was measured using the Black Scholes model approach. Significant inputs to the model at each respective issuance date and September 30, 2024 were as follows: Valuation Assumptions September 30, 2024 Initial Recognition on March 15, 2024 Fair Value $ 688,611  $ 4,749,754  Stock Price $ 0.87 $ 5.32 Strike Price $ 7.0000 $ 7.0000 Volatility (annual) 75.0% 45.0% Risk-Free Rate 3.7% 4.2% Estimated time to expiration (years) 9.50 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on May 10, 2024 Fair Value $ 758,360  $ 3,706,121  Stock Price $ 0.87 $ 3.60 Strike Price $ 5.8860 $ 5.8860 Volatility (annual) 70.0% 50.0% Risk-Free Rate 3.7% 4.4% Estimated time to expiration (years) 9.6 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on May 29, 2024 Fair Value $ 849,041  $ 4,099,389  Stock Price $ 0.87 $ 3.80 Strike Price $ 5.8880 $ 5.8880 Volatility (annual) 70.0% 45.0% Risk-Free Rate 3.7% 4.5% Estimated time to expiration (years) 9.7 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on July 18, 2024 Fair Value $ 1,296,378  $ 2,901,545  Stock Price $ 0.87 $ 1.89 Strike Price $ 2.9300 $ 2.9300 Volatility (annual) 65.0% 50.0% Risk-Free Rate 3.7% 4.1% Estimated time to expiration (years) 9.8 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on August 24, 2024 Fair Value $ 1,384,743  $ 1,200,626  Stock Price $ 0.87 $ 0.78 Strike Price $ 1.1100 $ 1.1100 Volatility (annual) 45.0% 45.0% Risk-Free Rate 3.7% 3.7% Estimated time to expiration (years) 9.9 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on September 30, 2024 Fair Value $ 2,252,786  $ 2,252,786  Stock Price $ 0.87 $ 0.87 Strike Price $ 1.2700 $ 1.2700 Volatility (annual) 50.0% 50.0% Risk-Free Rate 3.7% 3.7% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. In order for a warrant to be classified in stockholders’ equity (deficit), the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ equity (deficit) classification, it is carried in the Condensed Consolidated Balance Sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the Consolidated Statements of Operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity (deficit) in the Condensed Consolidated Balance Sheets, and the amount initially recorded is not subsequently remeasured at fair value. 2023 Securities Purchase Agreement (Green Senior Convertible Notes Due 2026) On December 12, 2023, the Company entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) under which the Company issued, pursuant to the Base Indenture and a First Supplemental Indenture between the Company and the Trustee, $20.0 million principal amount of green senior convertible notes (the “2026 Notes”) due October 1, 2026. The 2026 Notes were a senior secured obligation of the Company and ranked senior to all unsecured debt of the Company. The 2026 Notes were guaranteed by all the Company’s current subsidiaries and were secured by substantially all the assets of the Company and its subsidiaries. The 2026 Notes were issued with an original issue discount of 12.5%. The Company paid fees in connection with the issuance of the 2026 Notes of $0.6 million, resulting in net proceeds of $16.9 million. We have elected to account for the 2026 Notes using the fair value option under GAAP. All direct costs related to the issuance of our convertible notes were recognized in Interest income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2023. During the first quarter of 2024, the Company repaid the 2026 Notes in full. Warrants Under the 2023 Securities Purchase Agreement On December 12, 2023, as part of the 2023 Securities Purchase Agreement, the Company issued warrants (the “2023 Warrants”) to purchase 25.6 million** shares of Common Stock at an exercise price of $8.984 per share**. The fair value of the components of the 2023 Securities Purchase Agreement was allocated between the 2026 Notes and the 2023 Warrants. As of December 31, 2023, the fair value of the 2023 Warrants was $5.6 million. During the six months ended June 30, 2024, in connection with a First Amendment to Green Senior Secured Convertible Note Due 2026, the Company entered into an agreement to exchange the 2023 Warrants for a total of 0.4 million shares of Common Stock for a total value of $2.8 million, whereupon the 2023 Warrant was cancelled. The Company recorded a gain in the quarter ended March 31, 2024 of $2.7 million in connection with this exchange in Interest income (expense), net in the Condensed Consolidated Statements of Operations related to the 2023 Warrants. The transaction occurred in the quarter ended March 30, 2024. ** Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles

v3.24.3

LEASES	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	LEASES We have entered into various operating and finance lease agreements for offices, manufacturing and warehouse facilities. We determine if an arrangement is a lease, or contains a lease provision, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for our use by the lessor. We have elected not to record in the Condensed Consolidated Balance Sheets leases with a lease term of 12 months or less at lease inception that do not contain a purchase option or renewal term provision we are reasonably certain to exercise. All other lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases may include options to extend the lease term for up to 5 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the purpose of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement for an operating lease associated with the Aero business whereby the buyer agreed to reimburse the Company for the monthly operating lease payment of approximately $52,000 per month. In connection with the Waiver, we agreed to waive the buyer’s obligation to reimburse these amounts going forward and, accordingly, we will not realize these savings in future periods through the remaining term of the lease. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Short-term lease expense $ 63,428  $ 74,058  $ 200,858  $ 200,733  Operating lease expense 385,933  614,060  1,750,431  1,754,557  Total lease expense $ 449,361  $ 688,118  $ 1,951,289  $ 1,955,290  The Company was reimbursed by the buyer of the Aero business for operating lease payments of $156,927 and $210,136 for the three and nine months ended September 30, 2024, respectively. Lease right-of-use assets consisted of the following: September 30, 2024 December 31, 2023 Operating leases $ 3,465,637  $ 4,174,800  Finance leases 5,470,933  5,621,181  Total lease right-of-use assets $ 8,936,570  $ 9,795,981  Lease liabilities consisted of the following: September 30, 2024 December 31, 2023 Operating lease liabilities, current $ 1,001,120  $ 1,012,428  Finance lease liabilities, current 2,100,635  2,548,184  Operating lease liabilities, long term 4,556,738  5,280,526  Total Lease Liabilities $ 7,658,493  $ 8,841,138
LEASES	LEASES We have entered into various operating and finance lease agreements for offices, manufacturing and warehouse facilities. We determine if an arrangement is a lease, or contains a lease provision, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for our use by the lessor. We have elected not to record in the Condensed Consolidated Balance Sheets leases with a lease term of 12 months or less at lease inception that do not contain a purchase option or renewal term provision we are reasonably certain to exercise. All other lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases may include options to extend the lease term for up to 5 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the purpose of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement for an operating lease associated with the Aero business whereby the buyer agreed to reimburse the Company for the monthly operating lease payment of approximately $52,000 per month. In connection with the Waiver, we agreed to waive the buyer’s obligation to reimburse these amounts going forward and, accordingly, we will not realize these savings in future periods through the remaining term of the lease. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Short-term lease expense $ 63,428  $ 74,058  $ 200,858  $ 200,733  Operating lease expense 385,933  614,060  1,750,431  1,754,557  Total lease expense $ 449,361  $ 688,118  $ 1,951,289  $ 1,955,290  The Company was reimbursed by the buyer of the Aero business for operating lease payments of $156,927 and $210,136 for the three and nine months ended September 30, 2024, respectively. Lease right-of-use assets consisted of the following: September 30, 2024 December 31, 2023 Operating leases $ 3,465,637  $ 4,174,800  Finance leases 5,470,933  5,621,181  Total lease right-of-use assets $ 8,936,570  $ 9,795,981  Lease liabilities consisted of the following: September 30, 2024 December 31, 2023 Operating lease liabilities, current $ 1,001,120  $ 1,012,428  Finance lease liabilities, current 2,100,635  2,548,184  Operating lease liabilities, long term 4,556,738  5,280,526  Total Lease Liabilities $ 7,658,493  $ 8,841,138

v3.24.3

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS We estimate the fair value of the 2024 Notes, 2024 Warrants, 2026 Notes and 2023 Warrants using commonly accepted valuation methodologies upon issuance and at each reporting date. Considerable judgment was required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value model included estimates of the redemption dates, credit spreads and the market price and volatility of the Company’s Common Stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table presents the estimated fair values: September 30, 2024 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 7,229,919  $ —  $ —  $ 7,229,919  $ 5,605,325  $ —  $ —  $ 5,605,325  Convertible notes $ 13,182,467  $ —  $ —  $ 13,182,467  $ 20,180,100  $ —  $ —  $ 20,180,100

v3.24.3

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION We maintain, as approved by the board of directors and the stockholders, the 2017 Incentive Stock Plan, the 2019 Incentive Stock Plan, and 2023 Long-Term Incentive Plan (collectively, the “Plans”) providing for the issuance of stock-based awards to employees, officers, directors or consultants of the Company. Non-qualified stock options may only be granted with an exercise price equal to the market value of our Common Stock on the grant date. Shares reserved for stock awards under the plans total 17.5 million. Total shares remaining available for stock incentive grants under the Plans totaled approximately 3.0 million as of September 30, 2024. We have granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”) under the Plans. On June 17, 2024, the Company effected the Reverse Split. The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. The number of shares of Common Stock available for issuance under the Company’s equity incentive plans was not affected. Stock-based compensation expense The following table summarizes stock-based compensation expense for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock options $ 167,700  $ 244,887  $ 652,168  $ 727,996  Restricted stock awards 1,459,282  2,385,352  5,333,433  6,952,424  Restricted stock units (38,075) —  101,601  —  Performance-based restricted stock awards 351,349  890,166  2,119,471  2,641,470  Total stock-based compensation expense $ 1,940,256  $ 3,520,405  $ 8,206,673  $ 10,321,890  Stock options A summary of stock option activity for the nine months ended September 30, 2024 is as follows: Number of Options Weighted Average Exercise Price per Option Weighted Average Remaining Contractual Life (Years) Balance, December 31, 2023 14,822  $ 205.4  8.0 Exercised —  —  —  Balance, September 30, 2024 14,822  $ 205.4  7.25 Number of options exercisable at September 30, 2024 14,822  $ 205.4  7.25 As of September 30, 2024, unrecognized compensation expense was $0.0 for unvested options which is expected to be recognized over the next 0 years. Restricted stock awards A summary of restricted stock award activity for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 256,416  $ 52.3  Granted —  —  Vested (105,793) 66.6  Forfeited (23,595) 48.3 Balance, September 30, 2024 127,028  $ 41.1  As of September 30, 2024, unrecognized compensation expense was $2.7 million for unvested restricted stock awards which is expected to be recognized over the next 1 year. Restricted stock units A summary of restricted stock unit activity for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 —  $ —  Granted 759,120  6.34  Vested (98,582) 6.34  Forfeited (83,067) 6.34  Balance, September 30, 2024 577,471    As of September 30, 2024, unrecognized compensation expense was $0.4 million for unvested restricted stock units which is expected to be recognized over the next 2.4 years. Performance share units As of September 30, 2024, the number of unvested PSUs was 0.7 million. The vesting of PSUs is conditioned upon achievement of certain performance objectives over a performance period ending December 31, 2024, 2025 and 2026 as defined in each award agreement. For the PSUs issued in 2022 and 2023 with a performance period ending December 31, 2024 and 2025, fifty percent of the PSUs vest based upon the Company’s total shareholder return as compared to a group of peer companies (“TSR PSUs”), and fifty percent of the PSUs vest based upon our performance on certain measures including a cumulative adjusted EBITDA target (“EBITDA PSUs”). For the PSUs issued in 2024 with a performance period ending December 31, 2026, one hundred percent of the PSUs vest based upon our performance on a cumulative revenue target (“Revenue PSUs”). Depending on the actual achievement on the performance objectives, the grantee may earn between 0% and 200% of the target PSUs. A summary of the activity for PSU awards with total shareholder return performance objectives for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 83,598  $ 88.00  Granted —  —  Forfeited (7,772) 63.67 Balance, September 30, 2024 75,826  $ 90.77  As of September 30, 2024, unrecognized compensation expense was $1.3 million performance measures are expected to be met and vest and be recognized over the next 0.7 years. A summary of the PSU awards with cumulative adjusted EBITDA targets for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Balance, December 31, 2023 68,288  Granted —  Forfeited (7,772) Balance, September 30, 2024 60,516  The fair value of PSUs is calculated based on the stock price on the date of grant. The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of EBITDA-based performance conditions. Future stock-based compensation expense for unvested EBITDA PSUs will be based on the fair value of the awards as of the grant date. During the quarter ended September 30, 2024, we recorded an expense of $0.1 million related to unvested 2022 issued EBITDA PSUs. This expense reflects the fair value of the EBITDA PSUs that is expected to vest based on the achievement of the established performance targets. The future stock-based compensation expense for the 2023 issued unvested revenue PSUs will be based on the fair value of the awards as of the grant date which has not yet occurred, as the cumulative adjusted EBITDA target condition is not yet defined. As of September 30, 2024, there were no PSU awards expensed as cumulative revenue targets have yet to be determined. The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of revenue-based performance conditions. Future stock-based compensation expense for unvested revenue PSUs will be based on the fair value of the awards as of the grant date, which has not yet occurred, as the cumulative adjusted revenue target condition is not yet defined.

v3.24.3

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Common Stock We have one class of Common Stock, par value $0.001 per share. Each share of our Common Stock is entitled to one vote on all matters submitted to stockholders. The Company effected the Reverse Stock Split of the Company’s then issued and outstanding shares of Common Stock. The Reverse Stock Split did not affect the number of authorized shares of Common Stock for issuance, and, as of September 30, 2024, our authorized shares of Common Stock for issuance was 450.0 million with a par value $0.001 per share. At-The-Market Sales Agreement On March 10, 2022, we established an at-the-market equity program (the “ATM Program”). Under the ATM Program, we may offer and sell shares of our Common Stock having an aggregate sales price of up to $175.0 million. During the three months ended September 30, 2024 no shares were issued under the ATM Program and during the nine months ended September 30, 2024, we issued 0.5 million shares under the ATM Program for net proceeds of $2.7 million. The remaining aggregate sales available under the ATM Program is $95.6 million as of September 30, 2024. Certain of our other existing financing arrangements place certain conditions and restrictions on the use of our ATM Program. Equity Line of Credit On December 12, 2023, the Company entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to the Purchaser up to $50.0 million of shares of Common Stock over the 24-month term of the ELOC Purchase Agreement. In connection with the ELOC Purchase Agreement, the Company paid a non-cash commitment fee to the Purchaser in the amount of 188,755 shares of Common Stock of the Company (valued at $1.5 million). The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date. Under applicable rules of the Nasdaq Capital Market, the Company cannot issue or sell more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement to the Purchaser under the ELOC Purchase Agreement without stockholder approval. During nine months ended September 30, 2024, the Company sold 600,000 shares of common stock at prices ranging between $4.42 and $6.86 pursuant to the ELOC Purchase Agreement and received proceeds of $3.1 million. This activity occurred in the quarter ended March 31, 2024. The Company’s other financing arrangements substantially limit our ability to use the ELOC Purchase Agreement in the future. The Company evaluated the contract that includes the right to require the Purchaser to purchase shares of common stock in the future (“purchased put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting as a derivative asset. The Company has analyzed the terms of the freestanding purchased put right and has concluded that it had insignificant value as of September 30, 2024. Preferred Stock Workhorse has authorized 75.0 million shares of Series A Preferred Stock, par value $0.001 per share. Our certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualification, limitations and restrictions thereof, applicable to the shares of preferred stock. As of September 30, 2024, there were no shares of Series A Preferred Stock issued and outstanding. Warrants In connection with the issuance of debt and Common Stock, we issued equity-classified warrants to purchase shares of our Common Stock. As of September 30, 2024 there were approximately 15.6 million 2024 Warrants outstanding.

v3.24.3

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As of September 30, 2024 and December 31, 2023, our deferred tax liability was zero. Cumulative deferred tax assets are fully reserved as there is not sufficient evidence to conclude it is more likely than not the deferred tax assets are realizable. No current liability for federal or state income taxes has been included in these Condensed Consolidated Financial Statements due to the loss for the periods.

v3.24.3

LOSS PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	LOSS PER SHARE Basic loss per share of Common Stock is calculated by dividing net loss by the weighted-average shares outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of Common Stock underlying outstanding stock-based awards and warrants using the treasury stock method, and convertible notes using the if-converted method, are included when calculating the diluted net loss per share of Common Stock when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock, because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023* 2024 2023* Stock-based awards and warrants 16,548,518  504,707  16,548,518  504,707  Convertible notes 10,812,454  —  10,812,454  —  * Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split effective on June 17, 2024.

v3.24.3

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards and Pronouncements Recently Adopted There are no accounting standards or pronouncements recently adopted impacting the Company. Accounting Standards and Pronouncements Not Yet Adopted ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07 related to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our Consolidated Financial Statements or Financial Statement Disclosures.

v3.24.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES General Matters The Company is party to various negotiations and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity. Legal Proceedings CSI Litigation On April 19, 2024, Coulomb Solutions Inc. (“CSI”), a supplier to the Company of certain of the batteries used in its trucks, filed a complaint against the Company in United States District Court for the Eastern District of Michigan (Case No. 2:24-cv-11048). In its complaint, CSI asserts two claims – a breach of contract claim and an alternative unjust enrichment claim – that are both based upon Workhorse’s alleged failure to pay amounts due under several invoices. CSI seeks to recover damages in excess of $4 million, including alleged past due amounts, interest, and collection costs. Workhorse filed its answer to the complaint on June 4, 2024. The parties are currently conducting discovery. The Company has accrued for these appropriate amounts as of September 30, 2024.

v3.24.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS  The Company has evaluated subsequent events for potential recognition and disclosures through the date the accompanying Condensed Consolidated Financial Statements were filed. Nasdaq Delisting Notice On October 2, 2024, the Company received a written notice from Nasdaq indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement. The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the bid price requirement. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period, subject to certain conditions. The Company is currently evaluating various courses of action to regain compliance. There can be no assurance that the Company will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement. 2024 Securities Purchase Agreement Pursuant to the 2024 Securities Purchase Agreement, on October 16, 2024, the Company issued and sold to the Investor a (i) 2024 Notes in the original principal amount of $1.2 million (the "Sixth Additional Note”). The Investor has waived its right to receive 2024 Warrants in connection with the Sixth Additional Note. The issuance and sale of the Sixth Additional Note was made in connection with, and were conditioned upon, the Waiver of certain provisions of the 2024 Securities Purchase Agreement affecting the 2024 Notes and the 2024 Warrants and a related amendment to the asset purchase agreement pursuant to which the Company made its previously disclosed divestiture of its Aero business (the “Aero APA”). Pursuant to the Waiver and related amendment: (i) the Investor waived its right to receive Warrants in connection with the issuance and sale of the Sixth Additional Note, (ii) the Investor waived its right to receive Warrants in connection with the issuance and sale, if any, of additional 2024 Notes in the aggregate principal amount of up to $14.8 million, (iii) for the period commencing on October 16, 2024 and ending on and including October 16, 2025, the Investor has waived certain provisions of the 2024 Securities Purchase Agreement to permit the Company to sell up to $5.0 million in shares of Common Stock pursuant to an at-the-market offering program without a price floor and without application of certain anti-dilution and participation provisions in the 2024 Notes and the 2024 Warrants, and (iv) the Company waived the obligation of an affiliate of the Investor to make certain ongoing lease payments under the Aero APA.

v3.24.3

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION  During the nine months ended September 30, 2024, the Company repaid a portion of the 2024 Notes with a principal amount of $22.9 million through the issuance of 16.0 million shares of common stock. This transaction involved converting the debt into equity, which does not involve a cash outflow. However, this conversion resulted in an increase in shareholders' equity (deficit) and a reduction in long-term debt, which is reflected in the equity and liabilities sections of the Condensed Consolidated Balance Sheets.

v3.24.3

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (25,135,559)	$ (30,645,712)	$ (80,611,346)	$ (78,662,425)

v3.24.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.3

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview	Overview Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us”, or “our”) is an American technology company with a vision to pioneer the transition to zero-emission commercial trucks. We design, develop, manufacture and sell fully electric trucks. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and include the accounts and operations of the Company and those of our wholly-owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. All intercompany balances and transactions have been eliminated upon consolidation. During the period, the Company identified that certain items in its prior year Condensed Consolidated Balance Sheets were presented as combined totals, including right-of-use (ROU) assets and lease liabilities related to operating and finance leases, accounts receivable and other receivables. The Company has reclassified these amounts to separately disclose the relevant components in the accompanying financial statements. These changes in presentation do not impact total assets, total liabilities, net income, or cash flows. The Company has elected the fair value option for its convertible debt and associated warrants. This election was made to align the measurement of these financial instruments with their market values and simplify the accounting for the components. Changes in fair value are recognized in Interest income (loss) and Fair value adjustment (loss) on warrants, respectively in the Condensed Consolidated Statement of Operations.
Liquidity, Capital Resources, and Going Concern	Liquidity, Capital Resources, and Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these Condensed Consolidated Financial Statements are issued and will be able to realize assets and discharge its liabilities and commitments in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date these Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. We had sales of $4.7 million, incurred a net loss of $80.6 million and used $40.1 million of cash in operating activities during the nine months ended September 30, 2024. As of September 30, 2024, the Company had $3.2 million of cash and cash equivalents, net accounts receivable of $0.7 million, other receivables of $3.0 million, inventory, net of $43.2 million and accounts payable of $10.6 million. As of September 30, 2024, the Company had working capital of $7.9 million and an accumulated deficit of $832.2 million. As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and working capital, which includes, but is not limited to: •Generating revenue by increasing sales of our trucks and other services. •Reducing expenses and limiting non-contracted capital expenditures. •Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement (as defined below) and our At-the-Market Sales Agreement (“ATM Agreement”), the sale of assets, or other strategic transactions. It is essential that we have access to capital as we bring our existing line of trucks to market, scale up production and sales of such trucks and continue to develop additional variations of our existing trucks and our next generation of trucks. There is no assurance that we will be successful in implementing management’s plans to generate liquidity to fund these activities or other aspects of our short and long-term strategy, that our projections of our future capital needs will prove accurate or that any additional funding would be available or sufficient to continue operations in future periods. To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity, debt and equity-linked securities, including the continued access to the additional closings of, as of November 18, 2024, up to $105.5 million in aggregate principal amount of additional 2024 Notes (as defined below) and, if our share price makes such exercise feasible, the possible receipt of proceeds from the exercise of the corresponding 2024 Warrants (as defined below) pursuant to the 2024 Securities Purchase Agreement (as defined below), and the continued use of the ATM Agreement, for which there can be no assurance we will be successful in such efforts. We will also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our truck programs and satisfy our obligations as they become due, the Company will be materially and adversely affected. This could affect future truck program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. The Company’s current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these Condensed Consolidated Financial Statements. Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities and our ability to regain compliance with the listing requirements of the Nasdaq Capital Market. If we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. Due to these uncertainties and continued delays in market adoption of commercial electric trucks, the Company identified a triggering event under ASC 360-35-21 that required further analysis and concluded that no impairment was required.
NASDAQ Listing Requirements and Reverse Stock Split	NASDAQ Listing Requirements and Reverse Stock Split In order to regain compliance with the Listing Requirements of Nasdaq, on June 17, 2024, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s then issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. Prior periods presented have also been adjusted to reflect this change. On July 3, 2024, Nasdaq confirmed that we were in compliance with the Minimum Bid Requirement. On October 2, 2024, the Company received a second written notice from Nasdaq indicating that the Company was no longer in compliance with the $1.00 minimum bid price requirement. The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions. The Company is currently evaluating various courses of action to regain compliance. There can be no assurance that the Company will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement. In addition, Nasdaq has recently adopted new rules and proposed new rules that could hinder our ability to cure our deficiency and maintain the continued listing of our common stock. These new rules and rule proposals would provide for the immediate delisting with no grace period of any listed company that falls out of compliance with the minimum bid price requirement twice in a twelve-month period, provide for the immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and limits the ratio of reverse stock splits to a cumulative ratio of 1-to-250 in any two-year period. Delisting would likely have an adverse effect on the liquidity of our common stock, decrease the market price of our common stock, result in the potential loss of confidence by investors, suppliers, customers, and employees, and fewer business development opportunities, and adversely affect our ability to obtain financing for our continuing operations, including our ability to issue and sell additional notes to the investors party to the 2024 Securities Purchase Agreement or secure other future financing agreements.
Consolidation	In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited Consolidated Financial Statements and include all adjustments necessary for the fair presentation of Workhorse’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our 2023 Form 10-K.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company generates revenue through the sale of electric trucks (Workhorse W4 CC, W56 and W750) as well as service and parts directly to dealership customers and route revenue from the Company’s Stables by Workhorse. The Company reviews the performance obligations in the Company’s agreements, which is the Company’s promise to transfer the Company’s product to customers based on the performance of services, transfer of title or shipping terms in the arrangement and any other variable considerations. The revenue is allocated based on the Company's performance obligation, and an estimate of Sales returns and allowances are recognized. The Company offers concessions to certain customers and estimates the variable consideration based on historical sales activity. In addition, the Company considers the extent to which revenue should be constrained such that there is not a significant reversal of revenue in the future. In the current quarter, the Company constrained approximately $1.1 million of revenue. On or before shipment of the trucks, the Company bills its customers the total consideration of its obligations under the agreement. Consistent with industry practice, the Company generally offers customers a limited warranty for work performed on the truck under the builds/sales contract. The customers do not have a contractual right of return. The Company only offers a limited warranty for the work performed on the truck. If a customer disputes any work performed, the Company will attempt to remedy the work, however, it shall not be required to discount the transaction price. The Company considers this an assurance-type warranty and not a separate performance obligation. The Company's agreements do not allow customers to return products. However, under certain conditions, such as defects or non-compliance with specifications, or other allowances, the Company may elect to allow limited returns in special situations. To account for these returns, the Company estimates and records a sales returns allowance as a reduction of gross revenue. This allowance is based on historical return rates and expectations of future returns, adjusted for any known factors that may affect return rates, such as changes in product quality or customer mix. The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including quality control test driving trucks, the warranty obligation is calculated by historical warranty costs per truck. Should actual costs differ from the Company’s estimates, revisions to increase or decrease the estimated warranty liability may be required.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes.
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards and Pronouncements Recently Adopted There are no accounting standards or pronouncements recently adopted impacting the Company. Accounting Standards and Pronouncements Not Yet Adopted ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07 related to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our Consolidated Financial Statements or Financial Statement Disclosures.

v3.24.3

INVENTORY, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory, Net	Inventory, net consisted of the following: September 30, 2024 December 31, 2023 Raw materials $ 46,097,429  $ 32,682,324  Work in process 4,123,097  2,892,329  Finished goods 5,476,095  18,309,829  55,696,621  53,884,482  Less: inventory reserves (12,510,159) (8,476,290) Inventory, net $ 43,186,462  $ 45,408,192

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid and Other Current Assets	Prepaid expenses and other current assets consisted of the following: September 30, 2024 December 31, 2023 Prepaid purchases(1) $ 6,824,168  $ 7,908,087  Less: prepaid purchases reserve(2) (1,943,969) (1,999,068) Prepaid purchases, net 4,880,199  5,909,019  Prepaid insurance 864,110  1,283,146  Other 1,613,529  908,997  Prepaid expenses and other current assets $ 7,357,838  $ 8,101,162  (1) Our prepaid purchases consist of deposits made to our suppliers for non-recurring production parts and engineering costs. As of September 30, 2024 and December 31, 2023, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 trucks. The decrease in prepaid purchases as of September 30, 2024 as compared to December 31, 2023 is primarily due to receipts of direct materials associated with our W4 CC and W750 trucks. (2) We record reserves on prepaid purchases that are significantly aged and for balances specifically identified as having a carrying value in excess of net realizable value. The prepaid purchases reserve represents our best estimate of deposits on orders that we do not expect to recover.

v3.24.3

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Sales Activity	The following table provides a summary of sales activity for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Sales, net of returns and allowances $ 2,169,769  $ 2,570,250  $ 2,753,384  $ 7,292,417  Other sales 339,948  458,295  1,938,067  1,396,006  Total sales, net of returns and allowances $ 2,509,717  $ 3,028,545  $ 4,691,451  $ 8,688,423

v3.24.3

ACCRUED AND OTHER CURRENT LIABILITIES - (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued and Other Current liabilities	Accrued and other current liabilities consisted of the following: September 30, 2024 December 31, 2023 Compensation and related costs $ 3,935,226  $ 2,083,808  Accrued interest 114,438  —  Sales returns and allowances 1,102,005  —  Other 3,232,652  2,778,932  Total accrued and other current liabilities $ 8,384,321  $ 4,862,740
Schedule of Warranty Liability Activity	Accrued warranty liability activity consisted of the following for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Warranty liability, beginning of period $ 642,326  $ 1,922,580  $ 1,902,647  $ 2,207,674  Warranty costs incurred (61,611) (289,404) (189,904) (884,717) Provision for warranty(1) 195,708  144,344  (936,320) 454,563  Warranty liability, end of period $ 776,423  $ 1,777,520  $ 776,423  $ 1,777,520  (1) We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models.

v3.24.3

DEBT (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Fair Value, Liabilities Measured on a Recurring Basis	A reconciliation of the fair value of the convertible notes is as follows: Nine Months Ended September 30, 2024 Fair value of convertible notes, beginning of period $ 20,180,100  Fair value of convertible notes issued during period 45,829,120  Payments on convertible notes (20,180,100) Change in fair value of convertible notes (1) (1,488,754) Fair value of convertible notes exchanged for common stock (31,157,899) Fair value of convertible notes, end of period $ 13,182,467  (1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net in the Condensed Consolidated Statements of Operations. The negative provision for warranty for the nine months ended September 30, 2024, is driven by the expiration of the warranty liability related to non-current truck models.
Schedule of Fair Value Measurement Inputs	We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Issuance Date March 15, 2024 Maturity Date March 15, 2025 Principal Balance as of the Valuation Date $ 9,000,000  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.8  % Volatility (Annual) 85.0  % Issuance Date May 10, 2024 Maturity Date May 10, 2025 Principal Balance as of the Valuation Date $ 6,285,714  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.6  % Volatility (Annual) 95.0  % Issuance Date May 29, 2024 Maturity Date May 29, 2025 Principal Balance as of the Valuation Date $ 7,000,000  Risk-Free Rate (Annual) 5.3  % Corporate Bond Yield 15.6  % Volatility (Annual) 90.0  % Issuance Date July 18, 2024 Maturity Date July 18, 2025 Principal Balance as of the Valuation Date $ 4,000,000  Risk-Free Rate (Annual) 4.8  % Corporate Bond Yield 17.4  % Volatility (Annual) 80.0  % Issuance Date August 23, 2024 Maturity Date August 23, 2025 Principal Balance as of the Valuation Date $ 2,600,000  Risk-Free Rate (Annual) 4.3  % Corporate Bond Yield 17.8  % Volatility (Annual) 90.0  % Issuance Date September 30, 2024 Maturity Date September 30, 2025 Principal Balance as of the Valuation Date $ 3,400,000  Risk-Free Rate (Annual) 3.9  % Corporate Bond Yield 15.9  % Volatility (Annual) 100.0  % Significant inputs to the model at each respective issuance date and September 30, 2024 were as follows: Valuation Assumptions September 30, 2024 Initial Recognition on March 15, 2024 Fair Value $ 688,611  $ 4,749,754  Stock Price $ 0.87 $ 5.32 Strike Price $ 7.0000 $ 7.0000 Volatility (annual) 75.0% 45.0% Risk-Free Rate 3.7% 4.2% Estimated time to expiration (years) 9.50 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on May 10, 2024 Fair Value $ 758,360  $ 3,706,121  Stock Price $ 0.87 $ 3.60 Strike Price $ 5.8860 $ 5.8860 Volatility (annual) 70.0% 50.0% Risk-Free Rate 3.7% 4.4% Estimated time to expiration (years) 9.6 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on May 29, 2024 Fair Value $ 849,041  $ 4,099,389  Stock Price $ 0.87 $ 3.80 Strike Price $ 5.8880 $ 5.8880 Volatility (annual) 70.0% 45.0% Risk-Free Rate 3.7% 4.5% Estimated time to expiration (years) 9.7 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on July 18, 2024 Fair Value $ 1,296,378  $ 2,901,545  Stock Price $ 0.87 $ 1.89 Strike Price $ 2.9300 $ 2.9300 Volatility (annual) 65.0% 50.0% Risk-Free Rate 3.7% 4.1% Estimated time to expiration (years) 9.8 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on August 24, 2024 Fair Value $ 1,384,743  $ 1,200,626  Stock Price $ 0.87 $ 0.78 Strike Price $ 1.1100 $ 1.1100 Volatility (annual) 45.0% 45.0% Risk-Free Rate 3.7% 3.7% Estimated time to expiration (years) 9.9 10 Dividend Yield 0.0% 0.0% Valuation Assumptions September 30, 2024 Initial Recognition on September 30, 2024 Fair Value $ 2,252,786  $ 2,252,786  Stock Price $ 0.87 $ 0.87 Strike Price $ 1.2700 $ 1.2700 Volatility (annual) 50.0% 50.0% Risk-Free Rate 3.7% 3.7% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0%

v3.24.3

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Schedule of Lease, Cost	Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement for an operating lease associated with the Aero business whereby the buyer agreed to reimburse the Company for the monthly operating lease payment of approximately $52,000 per month. In connection with the Waiver, we agreed to waive the buyer’s obligation to reimburse these amounts going forward and, accordingly, we will not realize these savings in future periods through the remaining term of the lease. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Short-term lease expense $ 63,428  $ 74,058  $ 200,858  $ 200,733  Operating lease expense 385,933  614,060  1,750,431  1,754,557  Total lease expense $ 449,361  $ 688,118  $ 1,951,289  $ 1,955,290  Lease right-of-use assets consisted of the following: September 30, 2024 December 31, 2023 Operating leases $ 3,465,637  $ 4,174,800  Finance leases 5,470,933  5,621,181  Total lease right-of-use assets $ 8,936,570  $ 9,795,981
Schedule of Lease Liabilities	Lease liabilities consisted of the following: September 30, 2024 December 31, 2023 Operating lease liabilities, current $ 1,001,120  $ 1,012,428  Finance lease liabilities, current 2,100,635  2,548,184  Operating lease liabilities, long term 4,556,738  5,280,526  Total Lease Liabilities $ 7,658,493  $ 8,841,138

v3.24.3

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table presents the estimated fair values: September 30, 2024 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 7,229,919  $ —  $ —  $ 7,229,919  $ 5,605,325  $ —  $ —  $ 5,605,325  Convertible notes $ 13,182,467  $ —  $ —  $ 13,182,467  $ 20,180,100  $ —  $ —  $ 20,180,100

v3.24.3

STOCK-BASED COMPENSATION - (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Based Compensation Activity	The following table summarizes stock-based compensation expense for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock options $ 167,700  $ 244,887  $ 652,168  $ 727,996  Restricted stock awards 1,459,282  2,385,352  5,333,433  6,952,424  Restricted stock units (38,075) —  101,601  —  Performance-based restricted stock awards 351,349  890,166  2,119,471  2,641,470  Total stock-based compensation expense $ 1,940,256  $ 3,520,405  $ 8,206,673  $ 10,321,890
Schedule of Stock Option Activity	A summary of stock option activity for the nine months ended September 30, 2024 is as follows: Number of Options Weighted Average Exercise Price per Option Weighted Average Remaining Contractual Life (Years) Balance, December 31, 2023 14,822  $ 205.4  8.0 Exercised —  —  —  Balance, September 30, 2024 14,822  $ 205.4  7.25 Number of options exercisable at September 30, 2024 14,822  $ 205.4  7.25
Schedule of Restricted Stock Activity, Restricted stock units	A summary of restricted stock award activity for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 256,416  $ 52.3  Granted —  —  Vested (105,793) 66.6  Forfeited (23,595) 48.3 Balance, September 30, 2024 127,028  $ 41.1  A summary of restricted stock unit activity for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 —  $ —  Granted 759,120  6.34  Vested (98,582) 6.34  Forfeited (83,067) 6.34  Balance, September 30, 2024 577,471
Schedule of Nonvested Performance-Based Units Activity	A summary of the activity for PSU awards with total shareholder return performance objectives for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 83,598  $ 88.00  Granted —  —  Forfeited (7,772) 63.67 Balance, September 30, 2024 75,826  $ 90.77  A summary of the PSU awards with cumulative adjusted EBITDA targets for the nine months ended September 30, 2024 is as follows: Number of Unvested Shares Balance, December 31, 2023 68,288  Granted —  Forfeited (7,772) Balance, September 30, 2024 60,516

v3.24.3

LOSS PER SHARE - (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock, because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023* 2024 2023* Stock-based awards and warrants 16,548,518  504,707  16,548,518  504,707  Convertible notes 10,812,454  —  10,812,454  —  * Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split effective on June 17, 2024.

v3.24.3

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES - Additional Information (Details)				1 Months Ended	3 Months Ended			9 Months Ended
	Oct. 28, 2024	Jun. 17, 2024	Jun. 06, 2024 USD ($)	Apr. 30, 2024 employee	Sep. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) employee $ / shares shares	Sep. 30, 2023 USD ($)	Nov. 18, 2024 USD ($)	Oct. 27, 2024 USD ($)	Aug. 23, 2024 USD ($) shares	Jul. 18, 2024 USD ($) shares	May 29, 2024 USD ($)	Mar. 15, 2024 USD ($) $ / shares	Jan. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares
Debt Instrument [Line Items]
Sales, net of returns and allowances					$ 2,509,717		$ 3,028,545	$ 4,691,451	$ 8,688,423
Net loss					25,135,559		$ 30,645,712	80,611,346	78,662,425
Net cash used in operating activities								40,115,793	$ 95,546,635
Cash and cash equivalents					3,244,806			3,244,806									$ 25,845,915
Accounts receivable					682,673			682,673									2,326,774
Other receivables					3,000,000			3,000,000
Inventory, net					43,186,462			43,186,462									45,408,192
Accounts payable					10,572,525			10,572,525									12,456,272
Working capital					7,900,000			7,900,000
Accumulated deficit					$ 832,179,596			$ 832,179,596									$ 751,568,251
Common stock, par value (in usd per share) | $ / shares					$ 0.001			$ 0.001							$ 0.001		$ 0.001
Sale leaseback transaction, net book value																$ 34,500,000
Number of positions eliminated, period percent						20.00%
Restructuring and related cost, executive payment deferral percent						20.00%
Number of positions eliminated | employee				73
Number of positions reinstated | employee								16
Reverse split ratio		0.05
Discontinued Operations, Disposed of by Sale | Aero Divestiture
Debt Instrument [Line Items]
Expected monthly cost savings			$ 400,000
Loss on sale of business								$ 700,000
Discontinued Operations, Disposed of by Sale | Aero Divestiture | Selling, General and Administrative Expenses
Debt Instrument [Line Items]
Loss on sale of business								400,000
Discontinued Operations, Disposed of by Sale | Aero Divestiture | Cost of Sales
Debt Instrument [Line Items]
Loss on sale of business								$ 300,000
Subsequent Event
Debt Instrument [Line Items]
Restructuring and related cost, executive payment deferral percent	20.00%
Deferred compensation											$ 400,000
2024 Warrants, Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares) | shares					10,100,000			10,100,000
July 18 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares) | shares													2,700,000
August 23 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares) | shares												2,900,000
September 30 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares) | shares					4,500,000			4,500,000
The Warrants
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares) | shares					0			0
2024 Notes | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount					$ 9,400,000			$ 9,400,000							$ 139,000,000
2024 Notes | Convertible notes | Subsequent Event
Debt Instrument [Line Items]
Debt instrument, additional borrowing capacity										$ 105,500,000
Long-term debt, gross										$ 5,400,000
2024 Notes, Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount															$ 10,000,000.0
July 18 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount													$ 4,000,000.0	$ 4,000,000
August 23 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount												$ 2,600,000		2,600,000
September 30 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount					3,400,000			3,400,000						$ 3,400,000
Prior Notes | Convertible notes
Debt Instrument [Line Items]
Debt instrument, additional borrowing capacity					106,700,000			106,700,000
The Notes | Convertible notes
Debt Instrument [Line Items]
Long-term debt, gross					$ 9,400,000			$ 9,400,000

v3.24.3

INVENTORY, NET - Schedule of Inventory, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 46,097,429	$ 32,682,324
Work in process	4,123,097	2,892,329
Finished goods	5,476,095	18,309,829
Gross inventory	55,696,621	53,884,482
Less: inventory reserves	(12,510,159)	(8,476,290)
Inventory, net	$ 43,186,462	$ 45,408,192

v3.24.3

INVENTORY, NET - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventory reserves	$ 12,510,159	$ 8,476,290

v3.24.3

CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Deferred revenue		$ 6,400,000	$ 4,700,000
Assembly Service
Short-Term Debt [Line Items]
Deferred revenue		4,700,000	4,700,000
Tropos Trechnologies, Inc.
Short-Term Debt [Line Items]
Equity method investment, impairment loss			$ 10,000,000
Tropos Trechnologies, Inc. | Affiliated Entity
Short-Term Debt [Line Items]
Payment to acquire preferred stock	$ 5,000,000
Non-cash consideration		$ 5,000,000
Tropos Trechnologies, Inc. | Affiliated Entity | Deposit For Future Services
Short-Term Debt [Line Items]
Amount of transaction	$ 5,000,000

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid purchases	$ 6,824,168	$ 7,908,087
Less: prepaid purchases reserve	(1,943,969)	(1,999,068)
Prepaid purchases, net	4,880,199	5,909,019
Prepaid insurance	864,110	1,283,146
Other	1,613,529	908,997
Prepaid expenses and other current assets	$ 7,357,838	$ 8,101,162

v3.24.3

REVENUE - Schedule of Sales Activity (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total sales, net of returns and allowances	$ 2,509,717	$ 3,028,545	$ 4,691,451	$ 8,688,423
Sales, net of returns and allowances
Disaggregation of Revenue [Line Items]
Total sales, net of returns and allowances	2,169,769	2,570,250	2,753,384	7,292,417
Other sales
Disaggregation of Revenue [Line Items]
Total sales, net of returns and allowances	$ 339,948	$ 458,295	$ 1,938,067	$ 1,396,006

v3.24.3

REVENUE - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 6,400,000	$ 4,700,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Assembly Service
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 4,700,000	$ 4,700,000
Revenue, remaining performance obligation, amount	$ 1,700,000

v3.24.3

ACCRUED AND OTHER CURRENT LIABILITIES - Accrued And Other Current Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Compensation and related costs	$ 3,935,226	$ 2,083,808
Accrued interest	114,438	0
Sales returns and allowances	1,102,005	0
Other	3,232,652	2,778,932
Total accrued and other current liabilities	$ 8,384,321	$ 4,862,740

v3.24.3

ACCRUED AND OTHER CURRENT LIABILITIES - Accrued Warranty Activity (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Movement in Extended Product Warranty Accrual [Roll Forward]
Standard Product Warranty Accrual, Beginning Balance	$ 642,326	$ 1,922,580	$ 1,902,647	$ 2,207,674
Warranty costs incurred	(61,611)	(289,404)	(189,904)	(884,717)
Provision for warranty	195,708	144,344	(936,320)	454,563
Standard Product Warranty Accrual, Ending Balance	$ 776,423	$ 1,777,520	$ 776,423	$ 1,777,520

v3.24.3

DEBT - Schedule of Fair Value, Liabilities Measured on a Recurring Basis (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of convertible notes issued during period	$ 45,829,120
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income [extensible enumeration]	Interest income (expense), net	Interest income (expense), net
Convertible notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of convertible notes, beginning of period	$ 20,180,100
Payments on convertible notes	(20,180,100)
Change in fair value of convertible notes	(1,488,754)
Fair value of convertible notes exchanged for common stock	(31,157,899)
Fair value of convertible notes, end of period	$ 13,182,467

v3.24.3

DEBT - 2024 Securities Purchase Agreement Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Aug. 23, 2024	Jul. 18, 2024	May 29, 2024	Mar. 15, 2024
Debt Instrument [Line Items]
Warrants outstanding (in shares)	15,600,000
2024 Warrants, Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)	10,100,000
July 18 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)			2,700,000
August 23 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)		2,900,000
September 30 Issuance
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)	4,500,000
The Warrants
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)	0
Warrants outstanding (in shares)	15,600,000
2024 Notes | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 9,400,000				$ 139,000,000
Debt conversion, post conversion ownership limitation					9.99%
2024 Notes, Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount					$ 10,000,000.0
July 18 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount			$ 4,000,000.0	$ 4,000,000
August 23 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 2,600,000		2,600,000
September 30 Issuance | Convertible notes
Debt Instrument [Line Items]
Debt instrument, face amount	3,400,000			$ 3,400,000
The Notes | Convertible notes
Debt Instrument [Line Items]
Proceeds from convertible notes	32,300,000
Long-term debt, gross	$ 9,400,000

v3.24.3

DEBT - 2024 Notes Additional Information (Details)			3 Months Ended		9 Months Ended
	Mar. 15, 2024 USD ($)	Mar. 14, 2024 trading_day	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Nov. 18, 2024 USD ($)
Debt Instrument [Line Items]
Fair value adjustments			$ (2,649,477)	$ 0	$ (7,089,027)	$ 0
2024 Notes | Convertible notes
Debt Instrument [Line Items]
Original issuance discount percent	12.50%
Proceeds from issuance of debt					28,300,000
Interest rate	9.00%
Stated interest in case of default	18.00%
Percentage of stock price trigger		87.50%
Debt instrument, convertible, threshold consecutive trading days | trading_day		10
Debt instrument, convertible, written notice repayment period	15 days
Debt instrument, redemption price, premium	25.00%
Debt instrument, redemption price, premium, event of default	75.00%
Debt covenant, liquidity requirement if sale leaseback transaction has not been consummated	$ 1,500,000
Debt covenant, liquidity requirement if sale leaseback transaction has been consummated	4.0
Principal balance as of the valuation date	$ 139,000,000		9,400,000		9,400,000
Long-term debt, fair value			13,200,000		13,200,000
Conversion of convertible note, amount			8,500,000		22,900,000
Fair value adjustments			$ 5,300,000		$ 8,900,000
2024 Notes | Convertible notes | Subsequent Event
Debt Instrument [Line Items]
Long-term debt, gross							$ 5,400,000

v3.24.3

DEBT - Schedule of Fair Value Measurement Inputs (Details) - Convertible notes	Sep. 30, 2024 USD ($)	Aug. 23, 2024 USD ($)	Jul. 18, 2024 USD ($)	May 29, 2024 USD ($)	May 10, 2024 USD ($)	Mar. 15, 2024 USD ($)
2026 Notes
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date						$ 9,000,000
2026 Notes | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input						0.053
2026 Notes | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input						0.158
2026 Notes | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input						0.850
2024 Notes
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date	$ 9,400,000					$ 139,000,000
May 10 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date					$ 6,285,714
May 10 Issuance | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input					0.053
May 10 Issuance | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input					0.156
May 10 Issuance | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input					0.950
May 29 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date				$ 7,000,000
May 29 Issuance | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.053
May 29 Issuance | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.156
May 29 Issuance | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.900
July 18 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date			$ 4,000,000.0	$ 4,000,000
July 18 Issuance | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.048
July 18 Issuance | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.174
July 18 Issuance | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.800
August 23 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date		$ 2,600,000		$ 2,600,000
August 23 Issuance | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.043
August 23 Issuance | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.178
August 23 Issuance | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.900
September 30 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Principal balance as of the valuation date	$ 3,400,000			$ 3,400,000
September 30 Issuance | Risk-Free Rate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.039
September 30 Issuance | Corporate Bond Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				0.159
September 30 Issuance | Volatility (Annual)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Debt instrument, measurement input				1.000

v3.24.3

DEBT -Warrants Exercisable Additional Information (Details) - 2024 Warrants $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants issued in period (in shares) | shares	10,100,000	15,600,000
Number of securities called by warrants or rights (in shares) | shares	0	0
Amount waived		$ 14.8
Fair value of warrants	$ 7.2	7.2
Fair value adjustment of warrants	$ 2.6	$ 7.1
Minimum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	$ 1.11	$ 1.11
Maximum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	$ 7.00	$ 7.00

v3.24.3

DEBT - Warrants, Fair Value Inputs Additional Information (Details)	Sep. 30, 2024 USD ($) $ / shares	Aug. 24, 2024 USD ($) $ / shares	Jul. 18, 2024 USD ($) $ / shares	May 29, 2024 USD ($) $ / shares	May 10, 2024 USD ($) $ / shares
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock Price (in usd per share)	$ 0.87
2024 Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 7,200,000
2024 Warrants, May 10, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 758,360				$ 3,706,121
Stock Price (in usd per share)	$ 0.87				$ 3.60
Strike Price (in usd per share)	$ 5.8860				$ 5.8860
Estimated time to expiration (years)	9 years 7 months 6 days				10 years
2024 Warrants, May 2029, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 849,041			$ 4,099,389
Stock Price (in usd per share)	$ 0.87			$ 3.80
Strike Price (in usd per share)	$ 5.8880			$ 5.8880
Estimated time to expiration (years)	9 years 8 months 12 days			10 years
2024 Warrants, July 18, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 1,296,378		$ 2,901,545
Stock Price (in usd per share)	$ 0.87		$ 1.89
Strike Price (in usd per share)	$ 2.9300		$ 2.9300
Estimated time to expiration (years)	9 years 9 months 18 days		10 years
2024 Warrants, August 24, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 1,384,743	$ 1,200,626
Stock Price (in usd per share)	$ 0.87	$ 0.78
Strike Price (in usd per share)	$ 1.1100	$ 1.1100
Estimated time to expiration (years)	9 years 10 months 24 days	10 years
2024 Warrants, September 30, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 2,252,786
Strike Price (in usd per share)	$ 1.2700
Estimated time to expiration (years)	10 years
2024 Warrants, March 15 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value | $	$ 688,611				$ 4,749,754
Stock Price (in usd per share)	$ 0.87				$ 5.32
Strike Price (in usd per share)	$ 7.0000				$ 7.0000
Estimated time to expiration (years)	9 years 6 months				10 years
Volatility (annual) | 2024 Warrants, May 10, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.700				0.500
Volatility (annual) | 2024 Warrants, May 2029, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.700			0.450
Volatility (annual) | 2024 Warrants, July 18, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.650		0.500
Volatility (annual) | 2024 Warrants, August 24, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.450	0.450
Volatility (annual) | 2024 Warrants, September 30, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.500
Volatility (annual) | 2024 Warrants, March 15 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.750				0.450
Risk-Free Rate | 2024 Warrants, May 10, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037				0.044
Risk-Free Rate | 2024 Warrants, May 2029, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037			0.045
Risk-Free Rate | 2024 Warrants, July 18, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037		0.041
Risk-Free Rate | 2024 Warrants, August 24, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037	0.037
Risk-Free Rate | 2024 Warrants, September 30, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037
Risk-Free Rate | 2024 Warrants, March 15 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.037				0.042
Dividend Yield | 2024 Warrants, May 10, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000				0.000
Dividend Yield | 2024 Warrants, May 2029, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000			0.000
Dividend Yield | 2024 Warrants, July 18, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000		0.000
Dividend Yield | 2024 Warrants, August 24, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000	0.000
Dividend Yield | 2024 Warrants, September 30, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000
Dividend Yield | 2024 Warrants, March 15 Issuance
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input	0.000				0.000

v3.24.3

DEBT - 2023 Securities Purchase Agreement (Green Senior Convertible Notes Due 2026) Additional Information (Details) - 2026 Notes - Convertible notes $ in Millions	Dec. 12, 2023 USD ($)
Debt Instrument [Line Items]
Amount of debt extinguished	$ 20.0
Original issuance discount percent	12.50%
Payments of debt issuance costs	$ 0.6
Proceeds from convertible notes	$ 16.9

v3.24.3

DEBT - Warrants Under the 2023 Securities Purchase Agreement Additional Information (Details) - 2023 Warrants - USD ($) $ / shares in Units, shares in Millions	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 12, 2023
Debt Instrument [Line Items]
Number of securities called by warrants or rights (in shares)	0.4			25.6
Exercise price of warrants (in usd per share)				$ 8.984
Warrant liability, fair value disclosure			$ 5,600,000
Common stock issued under convertible security	$ 2,800,000	$ 2,847,500
Fair value adjustment of warrants		$ 2,700,000

v3.24.3

LEASES - Additional Information (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lessee, operating lease, renewal term	5 years	5 years
Aero Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Monthly savings		$ 52,000
Operating lease, payments	$ 156,927	$ 210,136

v3.24.3

LEASES - Schedule of Lease Expense For Operating Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Short-term lease expense	$ 63,428	$ 74,058	$ 200,858	$ 200,733
Operating lease expense	385,933	614,060	1,750,431	1,754,557
Total lease expense	$ 449,361	$ 688,118	$ 1,951,289	$ 1,955,290

v3.24.3

LEASES - Schedule of Right of Use Assets - (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating leases	$ 3,465,637	$ 4,174,800
Finance leases	5,470,933	5,621,181
Total lease right-of-use assets	$ 8,936,570	$ 9,795,981

v3.24.3

LEASES - Schedule of Lease Liabilities - (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease liabilities, current	$ 1,001,120	$ 1,012,428
Finance lease liabilities, current	2,100,635	2,548,184
Operating lease liabilities, long-term	4,556,738	5,280,526
Total Lease Liabilities	$ 7,658,493	$ 8,841,138

v3.24.3

FAIR VALUE MEASUREMENTS- Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 7,229,919	$ 5,605,325
Convertible notes	13,182,467	20,180,100
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Convertible notes	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Convertible notes	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	7,229,919	5,605,325
Convertible notes	$ 13,182,467	$ 20,180,100

v3.24.3

STOCK BASED COMPENSATION - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	17,500,000		17,500,000
Shares available for grant (in shares)	3,000,000		3,000,000
Total stock-based compensation expense	$ 1,940,256	$ 3,520,405	$ 8,206,673	$ 10,321,890
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, options	0.0		$ 0.0
Unrecognized compensation expense, recognition period			0 years
Total stock-based compensation expense	167,700	244,887	$ 652,168	727,996
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, recognition period			1 year
Unrecognized compensation expense	$ 2,700,000		$ 2,700,000
Unvested (in shares)	127,028		127,028		256,416
Total stock-based compensation expense	$ 1,459,282	2,385,352	$ 5,333,433	6,952,424
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, recognition period			2 years 4 months 24 days
Unrecognized compensation expense	$ 400,000		$ 400,000
Unvested (in shares)	577,471		577,471		0
Total stock-based compensation expense	$ (38,075)	$ 0	$ 101,601	$ 0
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, recognition period			7 years
Unrecognized compensation expense	$ 1,300,000		$ 1,300,000
Unvested (in shares)	700,000		700,000
Performance share units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards ultimately vest			0.00%
Performance share units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards ultimately vest			200.00%
Performance Share Units With Total Shareholder Return Performance Objective
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent			50.00%
EBITDA target performance share units (EBITDA PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested (in shares)	60,516		60,516		68,288
Vesting percent			50.00%
Total stock-based compensation expense	$ 100,000
Revenue Target Performance Share Units (Revenue PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percent			100.00%

v3.24.3

STOCK BASED COMPENSATION - Schedule of Share Based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,940,256	$ 3,520,405	$ 8,206,673	$ 10,321,890
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	167,700	244,887	652,168	727,996
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,459,282	2,385,352	5,333,433	6,952,424
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	(38,075)	0	101,601	0
Performance-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 351,349	$ 890,166	$ 2,119,471	$ 2,641,470

v3.24.3

STOCK BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Options
Beginning balance (in shares)	14,822
Exercised (in shares)	0
Ending balance (in shares)	14,822	14,822
Number of options exercisable (in shares)	14,822
Weighted Average Exercise Price per Option
Beginning balance (in usd per share)	$ 205.4
Exercised (in usd per share)	0
Ending balance (in usd per share)	205.4	$ 205.4
Number of options exercisable (in usd per share)	$ 205.4
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life, outstanding	7 years 3 months	8 years
Weighted average remaining contractual life, exercisable	7 years 3 months

v3.24.3

STOCK BASED COMPENSATION - Restricted Stock (Details) - Restricted stock awards	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Unvested Shares
Beginning balance (in shares) | shares	256,416
Granted (in shares) | shares	0
Vested (in shares) | shares	(105,793)
Forfeited (in shares) | shares	(23,595)
Ending balance (in shares) | shares	127,028
Weighted Average Grant Date Fair Value per Share
Beginning balance (in usd per share) | $ / shares	$ 52.3
Granted (in usd per share) | $ / shares	0
Vested (in usd per share) | $ / shares	66.6
Forfeited (in usd per share) | $ / shares	48.3
Ending balance (in usd per share) | $ / shares	$ 41.1

v3.24.3

STOCK BASED COMPENSATION - Schedule of Restricted stock units (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Unvested Shares
Beginning balance (in shares) | shares	0
Granted (in shares) | shares	759,120
Vested (in shares) | shares	(98,582)
Forfeited (in shares) | shares	(83,067)
Ending balance (in shares) | shares	577,471
Weighted Average Grant Date Fair Value per Share
Beginning balance (in usd per share) | $ / shares	$ 0
Granted (in usd per share) | $ / shares	6.34
Vested (in usd per share) | $ / shares	6.34
Forfeited (in usd per share) | $ / shares	6.34
Ending balance (in usd per share) | $ / shares

v3.24.3

STOCK BASED COMPENSATION - Schedule of Performance Shares, Outstanding Activity (Details) - Performance Shares With Total Shareholder Return Metric	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Unvested Shares
Beginning balance (in shares) | shares	83,598
Granted (in shares) | shares	0
Forfeited (in shares) | shares	(7,772)
Ending balance (in shares) | shares	75,826
Weighted Average Grant Date Fair Value per Share
Beginning balance (in usd per share) | $ / shares	$ 88.00
Granted (in usd per share) | $ / shares	0
Forfeited (in usd per share) | $ / shares	63.67
Ending balance (in usd per share) | $ / shares	$ 90.77

v3.24.3

STOCK BASED COMPENSATION - EBITDA PSUs (Details) - EBITDA target performance share units (EBITDA PSUs)	9 Months Ended
	Sep. 30, 2024 shares
Number of Unvested Shares
Beginning balance (in shares)	68,288
Granted (in shares)	0
Forfeited (in shares)	(7,772)
Ending balance (in shares)	60,516

v3.24.3

STOCKHOLDERS' EQUITY - Common Stock (Details)	Sep. 30, 2024 class_of_stock vote $ / shares shares	Mar. 15, 2024 $ / shares	Dec. 31, 2023 $ / shares shares
Equity [Abstract]
Number of classes of stock | class_of_stock	1
Common stock, par value (in usd per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001
Common stock, number of votes on each share | vote	1
Common stock, shares authorized (in shares) | shares	450,000,000		450,000,000

v3.24.3

STOCKHOLDERS' EQUITY - At-The-Market Sales Agreement (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Mar. 10, 2022
Equity [Abstract]
Authorized amount			$ 175.0
Shares issued in public offering (in shares)	0.0	0.5
Consideration received		$ 2.7
Remaining authorized amount	$ 95.6	$ 95.6

v3.24.3

STOCKHOLDERS' EQUITY - Equity Line of Credit (Details) - USD ($)		3 Months Ended	9 Months Ended
	Dec. 12, 2023	Sep. 30, 2024	Sep. 30, 2024
Class of Stock [Line Items]
Shares issued in public offering (in shares)		0	500,000
Consideration received			$ 2,700,000
Lincoln Park Capital Fund, LLC
Class of Stock [Line Items]
Amount authorized	$ 50,000,000
Sale of stock, period in force	24 months
Issuance of common stock under ELOC Purchase Agreement	$ 1,500,000
Shares issued in public offering (in shares)	188,755		600,000
Consideration received			$ 3,100,000
Lincoln Park Capital Fund, LLC | Minimum
Class of Stock [Line Items]
Sale of stock (in usd per share)		$ 4.42	$ 4.42
Lincoln Park Capital Fund, LLC | Maximum
Class of Stock [Line Items]
Sale of stock (in usd per share)		$ 6.86	$ 6.86

v3.24.3

STOCKHOLDERS' EQUITY - Preferred Stock, and Warrants (Details)	Sep. 30, 2024 $ / shares shares
Equity [Abstract]
Preferred stock, shares authorized (in shares)	75,000,000
Preferred stock, par value (in usd per share) | $ / shares	$ 0.001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Warrants outstanding (in shares)	15,600,000

v3.24.3

INCOME TAXES - (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Deferred tax liability	$ 0	$ 0

v3.24.3

LOSS PER SHARE - Computation of Diluted Net Loss Per Share of Common Stock, Because Their Effect was Anti-Dilutive- (Details)		3 Months Ended		9 Months Ended
	Jun. 17, 2024	Sep. 30, 2024 shares	Sep. 30, 2023 shares	Sep. 30, 2024 shares	Sep. 30, 2023 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Reverse split ratio	0.05
Stock-based awards and warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares)		16,548,518	504,707	16,548,518	504,707
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares)		10,812,454	0	10,812,454	0

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details) - Pending Litigation $ in Millions		9 Months Ended
	Apr. 19, 2024 USD ($)	Sep. 30, 2024 claim
Loss Contingencies [Line Items]
Number of claims filed | claim		2
Damages sought | $	$ 4

v3.24.3

SUBSEQUENT EVENTS  (Details) - USD ($) shares in Millions, $ in Millions	Oct. 16, 2024	Sep. 30, 2024
Subsequent Event [Line Items]
Warrants outstanding (in shares)		15.6
Subsequent Event | 2024 Warrants
Subsequent Event [Line Items]
Warrants outstanding (in shares)	5.0
Sixth Additional Note | Convertible notes | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	$ 1.2
Debt instrument, additional borrowing capacity	$ 14.8

v3.24.3

SUPPLEMENTAL CASH FLOW INFORMATION (Details) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Supplemental Cash Flow Elements [Abstract]
Principal amount | $	$ 22.9
Issuance of common stock (in shares) | shares	16.0

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