Business context and reporting period
Workhorse Group Inc. (Nasdaq: WKHS) filed this Form 8-K for events completed on December 15, 2025. Workhorse completed its merger with Motiv Power Systems, Inc.; Motiv is now an indirect, wholly owned subsidiary. Motiv’s financial indebtedness was cancelled, and its former controlling stockholder and largest creditor, Motive GM Holdings II LLC (MGMH), received the Workhorse shares issued as merger consideration. The transaction resulted in a change of control.
Workhorse issued 6,629,800 shares of common stock in the merger. The company also effected a 1-for-12 reverse stock split on the closing date; the filing text does not clearly state whether the share figures cited are before or after that split.
Financial position and transaction-related metrics
| Item | Disclosed terms or amount |
|---|---|
| New debt financing | Up to $50 million from MGMH: up to $40 million for vehicle manufacturing tied to qualifying customer purchase orders, plus a $10 million working-capital and general-purpose line. These are borrowing capacities, not amounts stated as drawn. |
| Customer-order advances | Advances generally may not exceed 70% of the purchase price of ordered vehicles without MGMH’s consent. Purchase orders and terms must meet MGMH approval requirements. |
| Interest and maturity | Both credit facilities bear interest at three-month term SOFR plus 5.00%; if SOFR is unavailable, the stated alternative is prime plus 2.50%. Maturity is December 15, 2028. |
| Collateral and priority | The facilities are senior secured obligations, guaranteed by subsidiaries subject to limitations and secured by substantially all assets. Cash-flow facility payments are effectively subordinated to customer-order facility payments under the security-agreement waterfall. |
| 2024 Notes repayment and exchange | Workhorse paid approximately $18.3 million to redeem all remaining obligations under the 2024 Notes, cancelled the related notes and warrants, and released the related collateral. It retained approximately $6.6 million in the lockbox after fees and expenses. Rights to acquire 1,193,364 shares were issued in exchange for cancellation of the 2024 Warrants. |
| Convertible note | An existing $5 million principal convertible note issued to MGMH was amended and restated as unsecured and subordinated to the new closing debt financing. The filing does not provide a revised principal amount. |
The 8-K does not report revenue, profit or loss, cash flow, margins, total debt, or liquidity balances. Acquired-business financial statements and pro forma financial information are to be provided in a later amendment, within the stated 71-calendar-day deadline.
Material changes and management
- The merger cancelled Motiv’s financial indebtedness in exchange for merger consideration and made Motiv a wholly owned subsidiary.
- Workhorse redeemed the 2024 Notes and cancelled the 2024 Warrants, replacing that capital structure with MGMH financing and share-acquisition rights for former noteholders.
- Workhorse’s prior CEO, Richard Dauch, and four other directors resigned. Scott Griffith, Motiv’s former CEO, became Workhorse CEO. The board was reduced from eight to seven members, with four new directors appointed.
- Outstanding unexercised Workhorse options were cancelled for no consideration; certain unvested equity awards accelerated, with performance share units deemed achieved at target.
- Workhorse amended its bylaws to opt out of Nevada’s Control Share Act and establish an exclusive Nevada forum for specified disputes.
Outlook, risks and contingencies
The filing provides no quantified revenue, earnings, cash-flow, production, or synergy guidance. It identifies anticipated merger benefits and synergies as forward-looking matters but gives no amounts or timing. MGMH must approve qualifying purchase-order terms, and advances are subject to facility limits and other agreement conditions. MGMH’s obligation to make further cash-flow-facility advances terminates, and becomes discretionary, if a PIPE is consummated before maturity.
Risks highlighted include difficulty, cost, or disruption in integrating the businesses; failure to achieve expected synergies or efficiencies; market reaction and securities-price volatility; changes in laws, technology, supply chains, and macroeconomic conditions; and the ability to maintain Nasdaq listing compliance. The new facilities include customary covenants, events of default, and acceleration and remedy rights.
Key facts for investors to verify
- Review the promised amendment for Motiv’s financial statements and pro forma combined financial information, and assess the combined company’s revenue, losses, cash burn, and liquidity.
- Confirm how much of the $50 million facilities has actually been drawn, the resulting debt balance, collateral terms, and any borrowing restrictions or defaults.
- Clarify the post-reverse-split share count, including the merger shares and the 1,193,364-share rights, and assess resulting dilution and MGMH’s ownership and control.
- Review the amended convertible note’s conversion terms, maturity, and other economics, which are not detailed in this summary text.
- Track integration progress, customer-order financing availability, any PIPE, and management’s future disclosure of synergy expectations and operating plans.