Workhorse Group Inc. (WKHS) - Form 8-K Summary
Business Context and Reporting Period
Date: December 15, 2025
Event: Consummation of the Merger with Motiv Power Systems, Inc. ("Motiv") and related capital restructuring.
Reporting Entity: Workhorse Group Inc., a Nevada corporation listed on the Nasdaq Capital Market.
On the Closing Date, Workhorse completed the merger pursuant to the Agreement and Plan of Merger dated August 15, 2025. Motiv became an indirect, wholly-owned subsidiary of Workhorse. Motive GM Holdings II LLC ("MGMH"), previously Motiv's controlling stockholder and largest creditor, received all shares of Workhorse Common Stock issued in the Merger.
Key Financial Metrics and Capital Structure
Debt Financing (Closing Debt Financing):
- Total Capacity: Up to $50 million in new debt financing provided by MGMH.
- Customer Order Credit Agreement: Up to $40 million to fund vehicle manufacturing based on Qualified Purchase Orders (advances up to 70% of purchase price).
- Cash Flow Credit Agreement: Up to $10 million line of credit for working capital and general corporate purposes.
- Interest Rate: SOFR (3-month) + 5.00% (or Prime + 2.50% if SOFR unavailable).
- Maturity: December 15, 2028.
- Security: Senior secured obligations, guaranteed by subsidiaries, and secured by substantially all assets.
Debt Repayment and Exchange:
- 2024 Notes: All outstanding obligations redeemed. Approximately $18.3 million released to 2024 Note Holders from a lockbox account.
- 2024 Warrants: Cancelled in exchange for rights to acquire 1,193,364 shares of Common Stock.
- Convertible Note: A $5 million Subordinated Secured Convertible Note issued to MGMH in August 2025 was amended to become an unsecured obligation, subordinated to the new Closing Debt Financing.
Equity Transactions:
- Merger Consideration: Workhorse issued 6,629,800 shares of Common Stock to MGMH.
- Reverse Stock Split: A 1-for-12 reverse stock split of Common Stock was effected.
- Employee Equity: All unexercised stock options cancelled for no consideration. All other unvested awards accelerated in full.
Note: The filing does not provide specific revenue, profit, cash flow, or margin figures for the period. Pro forma financial information is scheduled to be filed within 71 days.
Material Changes Versus Prior Period
- Change of Control: MGMH became the controlling stockholder following the issuance of merger consideration shares.
- Capital Structure: Transition from previous 2024 Notes to a new $50 million senior secured credit facility with MGMH.
- Corporate Governance: Significant changes to the Board of Directors and executive leadership (see below).
- Stock Structure: Implementation of a 1-for-12 reverse stock split.
Guidance, Outlook, and Management Commentary
Leadership Changes:
- Resignations: Richard Dauch (former CEO), James Harrington (former General Counsel), and five other directors resigned effective immediately prior to the Effective Time.
- Appointments: Scott Griffith appointed as Chief Executive Officer. Four new directors appointed: Scott Griffith, Matthew O'Leary, Paul Savoie, and Desi Ujkashevic.
Corporate Actions:
- Bylaws Amendment: Adopted Third Amended and Restated Bylaws to opt out of the Nevada Control Share Act and establish an exclusive forum for certain legal actions in Clark County, Nevada.
- Registration Rights: Entered into a Registration Rights Agreement with MGMH.
Risks and Forward-Looking Statements:
The filing includes standard forward-looking statements regarding the anticipated benefits of the Merger, synergies, and future operations. Risks include integration difficulties, market reaction, supply chain disruptions, and the ability to maintain Nasdaq listing compliance.
Investor Verification Checklist
- Debt Covenants: Review the specific affirmative and negative covenants in the Customer Order and Cash Flow Credit Agreements (Exhibits 10.1 and 10.2).
- Pro Forma Financials: Await the amendment to this 8-K (due within 71 days) for pro forma financial information reflecting the combined entity.
- Stock Split Impact: Verify the adjusted share count and trading price post 1-for-12 reverse split.
- Management Continuity: Assess the experience of the new CEO, Scott Griffith, and the composition of the new Board.
- Collateral Status: Confirm the release of collateral securing the 2024 Notes and the new security interests granted to MGMH.