WORKHORSE GROUP INC. (NASDAQ:WKHS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On June 22, 2017, Workhorse Group Inc. (the Company) entered into
an at the market issuancesalesagreement (the Agreement) with
Cowen and Company, LLC (Cowen) under which the Company may offer
and sell, from time to time at its sole discretion, shares of its
common stock, par value $0.001 per share (the Common Stock),
having an aggregate offering price of up to $25,000,000 through
Cowen as its sales agent.

Cowen may sell the Common Stock by any method permitted by law
deemed to be an at the market offering as defined in Rule415 of
the Securities Act of 1933, as amended, including without
limitation sales made by means of ordinary brokers transactions
on the Nasdaq Global Select Market or otherwise at market prices
prevailing at the time of sale, in block transactions, or as
otherwise directed by the Company. Cowen will use commercially
reasonable efforts to sell the Common Stock from time to time,
based upon instructions from the Company (including any price,
time or size limits or other customary parameters or conditions
the Company may impose). The Company will pay Cowen a commission
of 3.0% of the gross sales proceeds of any Common Stock sold
through Cowen under the Agreement, and also has provided Cowen
with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock
under the Agreement. The offering of shares of Common Stock to
the Agreement will terminate upon the earlier of (i)the sale of
all Common Stock subject to the Agreement or (ii)termination of
the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed herewith as Exhibit10.1 to
this Current Report on Form8-K and is incorporated herein by
reference.

The shares of Common Stock being offered to the Agreement will be
offered and sold to the Companys shelf registration statement on
Form S-3 (File No.333-213100). On June 22, 2017, the Company
filed a prospectus supplement relating to the ATM Offering with
the Securities and Exchange Commission (the SEC).

The legal opinion of Fleming PLLC relating to the shares of
Common Stock being offered to the Agreement is filed as Exhibit
5.1 to this Current Report on Form 8-K.

This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any offer, solicitation, or
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

Workhorse Group Inc. Exhibit
EX-5.1 2 f8k062217ex5i_workhorse.htm OPINION OF FLEMING PLLC Exhibit 5.1   Fleming PLLC   49 FRONT STREET SUITE 206 ROCKVILLE CENTRE NEW YORK 11570   TEL 516 833 5034 FAX 516 977 1209 WWW.FLEMINGPLLC.COM                        June 22,…
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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.