Business Context and Reporting Period
Workhorse Group Inc. (WKHS) filed this Form 8-K on March 22, 2024, regarding events occurring on March 21, 2024. The Company is incorporated in Nevada and its common stock trades on The Nasdaq Capital Market. This filing addresses the Company's status regarding Nasdaq listing compliance.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Listing Status
- Nasdaq Non-Compliance: The Company previously received notice on September 22, 2023, of non-compliance with Nasdaq Listing Rule 5550(a)(2) due to its common stock closing bid price falling below $1.00 for 30 consecutive trading days.
- Extension Granted: On March 21, 2024, Nasdaq granted a 180-day extension to regain compliance. The new deadline is September 16, 2024.
- Compliance Criteria: To regain compliance, the stock must close at $1.00 or more for a minimum of 10 consecutive trading days prior to September 16, 2024.
- Delisting Risk: Failure to regain compliance by the deadline will result in written notification of delisting. The Company may appeal, but success is not assured.
Outlook, Management Commentary, and Risks
- Proposed Reverse Split: Management plans to seek stockholder approval for a reverse split of outstanding common stock at a ratio between 1-for-10 and 1-for-20 at the Annual Meeting scheduled for May 14, 2024.
- Uncertainty: There is no assurance that the reverse split will be approved or that it will successfully restore compliance with the Bid Price Requirement.
- Material Risks: Non-compliance or delisting would materially and adversely affect the Company's ability to raise capital, its financial condition, and its business operations. The process also involves substantial costs and diversion of management resources.
- Forward-Looking Statements: The filing contains predictions subject to risks and uncertainties; actual events may differ materially.
Investor Verification Checklist
- Verify the outcome of the stockholder vote on the proposed reverse split at the May 14, 2024 Annual Meeting.
- Monitor the daily closing bid price of WKHS stock to track progress toward the $1.00 threshold.
- Review the definitive proxy statement for details on the reverse split ratio and associated risks.
- Confirm whether the Company achieves 10 consecutive trading days of compliance before September 16, 2024.
- Assess the Company's liquidity and capital raising capabilities in the event of a potential delisting.