Workhorse Group Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Workhorse Group Inc. on April 21, 2022. The report details the final settlement of a securities exchange agreement entered into on April 5, 2022, with HT Investments MA LLC regarding the Company's 4.00% senior secured convertible notes due 2024.
Key Financial Metrics and Transaction Details
- Debt Elimination: The Company exchanged $27,500,000 in aggregate principal amount of convertible notes for common stock.
- Equity Issuance: A total of 7,833,666 shares of common stock were issued to the Holder (5,793,888 Initial Settlement Shares on April 6, 2022, and 2,039,778 Final Settlement Shares on April 21, 2022).
- Valuation Basis: The share count was calculated based on 107% of the principal amount plus accrued interest ($293,333.33), divided by the Daily VWAP of the Company's stock.
- Current Debt Status: Following this transaction, the Company has no Notes outstanding.
Material Changes
The primary material change is the complete cancellation of the 4.00% senior secured convertible notes due 2024. Consequently, the Indenture and Security Agreement dated October 14, 2020, have been terminated. The Trustee (U.S. Bank) has disclaimed all rights in the assets previously pledged as collateral under these notes.
Outlook, Risks, and Management Commentary
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclaimers. The transaction was executed under Section 3(a)(9) of the Securities Act of 1933, exempting it from registration. The filing explicitly states it does not constitute an offer to sell securities.
Key Facts for Investor Verification
- Verify the total number of shares issued (7,833,666) and the resulting dilution impact on existing shareholders.
- Confirm the termination of the security interest held by U.S. Bank over Company assets.
- Review the full text of the Securities Exchange Agreement (Exhibit 10.1) for any remaining covenants or conditions.
- Check subsequent filings to ensure no other convertible notes remain outstanding.