SEC Filing Summary: AMP Holding Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by AMP Holding Inc. (not Workhorse Group Inc.) on December 21, 2010, covering events occurring between December 3, 2010, and December 17, 2010. The filing reports the entry into a material definitive agreement and the unregistered sale of equity securities to accredited investors.
Key Financial Metrics and Transaction Details
The Company completed a private placement transaction with the following aggregate results:
- Total Capital Raised: $642,000
- Common Stock Sold: 1,070,000 shares
- Warrants Issued to Investors: 535,001 warrants (exercisable at $0.80/share for 2 years)
- Placement Agent Compensation: $64,200 in cash commissions plus 107,000 warrants (exercisable at $0.60/share)
The transaction was executed in two closings:
- December 3, 2010: 586,667 shares and 293,334 warrants sold for $352,000.
- December 17, 2010: 483,333 shares and 241,667 warrants sold for $290,000.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics outside of this specific capital raise.
Material Changes and Outlook
The primary material change is the increase in outstanding equity and potential dilution from the issuance of 1,070,000 shares and 535,001 investor warrants. The Company relied on exemptions under Section 4(2) of the Securities Act and Rule 506 of Regulation D. No specific guidance, management commentary on future operations, or risk factors beyond standard private placement disclosures are provided in this excerpt.
Investor Verification Checklist
- Verify the exact number of outstanding shares prior to this issuance to calculate dilution impact.
- Confirm the use of proceeds from the $642,000 capital raise.
- Review the full text of the Subscription Agreement (Exhibit 4.1) for specific terms and conditions.
- Check subsequent filings for the exercise status of the 535,001 investor warrants and 107,000 placement agent warrants.