WORKHORSE GROUP INC. (NASDAQ:WKHS) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
Item 9.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 9.01 Unregistered Sales of Equity Securities.
On November 28, 2018, Workhorse Group Inc. (the “Company”) entered into a Sales Agreement with Duke Energy One, Inc., a wholly-owned subsidiary of Duke Energy Corporation (NYSE: DUK) (“Duke”), to which the Company sold Duke 615,000 battery cells (the “615,000 Cells”) in consideration of $1,340,700. Workhorse will continue to use the cells in the near term for the delivery of trucks to UPS and DHL. Until May 1, 2019, the Company has the right and option to require Duke to sell the 615,000 Cells back to the Company and Duke has the right and option to require the Company to purchase the 615,000 Cells at price equal to the price the 615,000 Cells were sold.
On November 28, 2018, in consideration for consenting to the Company selling the Cells to Duke, which served as collateral for Arosa Opportunistic Fund LP (“Arosa”) under a Loan Agreement, dated as of July 8, 2018, as amended, for $7.8 million, the Company entered into a Limited Consent, Waiver and Release with Arosa to which the Company issued Arosa 2,000,000 shares of common stock and restruck the exercise price of warrants previously issued to Arosa to $1.25 per share. In addition, while the Arosa Loan remains outstanding, the exercise price of the Arosa Warrants will be restruck to equal the price of any equity issued by the Company, including the issuance of any common stock purchase warrants or other derivative convertible securities, if the issuing price of such securities is less than $1.25.
The offer, sale and issuance of the above securities was made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
The description of the terms and conditions of the agreements above do not purport to be complete and are qualified in their entirety by the full text of the form of the agreements described above, which are filed as exhibits to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Workhorse Group Inc. ExhibitEX-4.1 2 f8k112818ex4-1_workhorse.htm FORM OF AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK ISSUED TO AROSA OPPORTUNISTIC FUND LP DATED NOVEMBER 28,…To view the full exhibit click here
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.