WORKHORSE GROUP INC. (NASDAQ:WKHS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August 9, 2018, Workhorse Group Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with National Securities Corporation (the “Underwriter”), relating to the public offering and sale (the “Offering”) of 9,000,000 shares of the Company’s common stock at a price per share of $1.15 for aggregate gross proceeds of $10.35 million. to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase from the Company up to an additional 1,350,000 shares of common stock at the offering price to cover over allotments, if any. The sale of such shares is expected to close on August 13, 2018, subject to the satisfaction of customary closing conditions.
The net proceeds to the Company are expected to be approximately $9.5 million after deducting underwriting discounts and commissions and estimated offering expenses. We expect to use the net proceeds from this offering for working capital, general corporate purposes and repayment of debt and other obligations.
The Offering is being made to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-213100), including the prospectus dated December 23, 2016 contained therein, as the same has been supplemented, as well as a preliminary prospectus supplement and final prospectus supplement filed with the SEC on August 8, 2018 and August 9, 2018, respectively, in connection with the Company’s takedown relating to the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
to the Underwriting Agreement, subject to certain exceptions, the Company, its directors and officers have agreed not to sell or otherwise dispose of any of the Company’s securities held by them for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of National Securities Corporation, as representative of the Underwriters, subject to certain exceptions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.The foregoing description of the terms of the Underwriting Agreement and the warrants is qualified in its entirety by reference to such exhibits.A copy of the opinion of Fleming PLLC relating to the legality of the issuance and sale of the shares of common stock in this Offering is attached as Exhibit 5.1 hereto.
Item 1.01. Other Events.
On August 8, 2018, the Company issued a press release announcing it had commenced the Offering. A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
On August 9, 2018, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached hereto as Exhibit99.2 to this Current Report on Form8-K and is incorporated herein by reference.
Certain statements in this Current Report on Form8-K are forward-looking statements that involve a number of risks and uncertainties.Such forward-looking statements include statements about the expected settlement of the sale and purchase of securities described herein and the Company’s receipt of net proceeds therefrom.For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995.Actual events or results may differ materially from the Company’s expectations.Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the Company’s ability to satisfy applicable closing conditions under the Underwriting Agreement.Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Prospectus Supplement and accompanying prospectus and the Company’s reports filed with the Securities and Exchange Commission.
Item 1.01. Exhibits.
Workhorse Group Inc. ExhibitEX-1.1 2 f8k080918ex1-1_workhorse.htm UNDERWRITING AGREEMENT,…To view the full exhibit click
About WORKHORSE GROUP INC. (NASDAQ:WKHS)
Workhorse Group, Inc., formerly AMP Holding Inc., is a development-stage company. The Company designs, develops, manufactures and sells medium-duty trucks with powertrain components under the Workhorse chassis brand. The Company’s products include trucks comprising powertrain and chassis. Its powertrain products include E-GEN and E-100. Its chassis products include W88, W22, W42 and W62. E-GEN is an electric drive, transmission-free system, which has a gasoline/propane or compressed natural gas (CNG) engine that functions as an auxiliary generator. E-100, an all-electric, medium-duty truck, is an electric power-train. It focuses on offering W88 chassis with gross vehicle weight (GVW) ratings of 10,000 to 26,000 pounds. The W22 chassis is designed to meet the needs of the recreational vehicle market for weight ratings till over 26,000 GVW. The W42 chassis is designed for the 12,000 to 14,500 GVW vehicle market. The W62 chassis is designed for the 19,500 to 23,500 GVW vehicle market.