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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 13, 2024
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-37673 |
|
26-1394771 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
3600 Park 42 Drive, Suite 160E, Sharonville, Ohio
45241
(Address of principal executive offices) (zip code)
1 (888) 646-5205
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
WKHS |
|
The Nasdaq Capital Market |
Item 7.01. Regulation
FD Disclosure.
On August 13, 2024, Workhorse
Group Inc. (the “Company”) issued a press release announcing that it had rescheduled its earnings call. Pursuant to Item 7.01
of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item
7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of
the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language
in any such filing, unless expressly incorporated by specific reference in such filing.
Forward-Looking Statements
The discussions in this Current Report on Form 8-K contain forward-looking
statements reflecting our current expectations that involve risks and uncertainties. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,”
“expect,” “plan,” “believe,” “seek,” “estimate” and similar expressions are
intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to,
statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue
from existing products, expected expenses including those related to selling and marketing, product development and general and administrative,
our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our
products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy
of liquidity and capital resources, and expected growth in business. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from
the forward-looking statements contained in this press release. Factors that could cause actual results to differ materially include,
but are not limited to: our ability to develop and manufacture our new product portfolio, including the W4 CC, W750, W56 and WNext platforms;
our ability to attract and retain customers for our existing and new products; risks associated with obtaining orders and executing upon
such orders; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases
impacting our company, our customers, our suppliers or the industry; our ability to capitalize on opportunities to deliver products to
meet customer requirements; our limited operations and need to expand and enhance elements of our production process to fulfill product
orders; the ability to protect our intellectual property; market acceptance for our products; our ability to control our expenses; potential
competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital
markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflicts in Ukraine
and Israel) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management team;
our inability to raise additional capital to fund our operations and business plan; our ability to maintain compliance with the list requirements
of the Nasdaq Capital Market and otherwise maintain the listing of our securities thereon and the impact of steps we took to regain such
compliance, such as the reverse split of our common stock; our inability to satisfy our customer warranty claims; the outcome of any regulatory
or legal proceedings, including with Coulomb Solutions, Inc.; our ability to consummate and realize the benefits of a potential sale and
leaseback transaction of our Union City facility; and our liquidity and other risks and uncertainties and other factors discussed from
time to time in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K
filed with the SEC. Forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Item 9.01. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
WORKHORSE GROUP INC. |
| |
|
| Date: August 13, 2024 |
By: |
/s/ James D. Harrington |
| |
Name: |
James D. Harrington |
| |
Title: |
General Counsel, Chief Compliance Officer and Secretary |
2
Exhibit 99.1
Workhorse Reschedules Second Quarter 2024 Earnings
Call to August 20, 2024 at 11:00 AM ET
CINCINNATI, August 13, 2024 -- Workhorse Group Inc. (Nasdaq:
WKHS) (“Workhorse” or “the Company”), an American technology company focused on pioneering the transition
to zero-emission commercial vehicles today announced that it has rescheduled its earnings call, which will now be held on Tuesday, August
20th at 11:00 a.m. Eastern time (8:00 a.m. Pacific time) to discuss its financial results for the second quarter ended June 30, 2024 as
well as the Company’s plans and outlook.
Financial results will be issued in a press release prior to the call
on August 20, 2024.
“We continued to make important progress on our EV product roadmap
during the second quarter,” said Workhorse CEO Rick Dauch. “We also took decisive steps during the quarter to protect our
financial runway. We are working expeditiously to finalize our financial results for the second quarter and look forward to reporting
our full results next week.”
Conference Call
Workhorse management will hold a conference call on August 20, 2024,
at 11:00 AM Eastern time (8:00 AM Pacific time) to discuss its second quarter 2024 results and answer related questions.
U.S. dial-in: 877-407-8289
International dial-in: +1 201-689-8341
Please call the conference telephone number 10 minutes prior to the
start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please
contact Gateway Investor Relations at 949-574-3860.
The conference call will be broadcast live and available for replay
here and via the Investor Relations section of Workhorse's website.
A telephonic replay of the conference call will be available after
2:00 p.m. Eastern time on the same day through August 27, 2024.
Toll-free replay number: 877-660-6853
International replay number: 201-612-7415
Replay ID: 13748503
About Workhorse Group Inc.
Workhorse is a technology company focused on providing ground-based
electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, we design and build high performance,
battery-electric trucks. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are fully integrated
with our vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed to make the
movement of people and goods more efficient and less harmful to the environment. For additional information visit workhorse.com.
Forward-Looking Statements
The discussions in this press release contain forward-looking statements
reflecting our current expectations that involve risks and uncertainties. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,”
“expect,” “plan,” “believe,” “seek,” “estimate” and similar expressions are
intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to,
statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue
from existing products, expected expenses including those related to selling and marketing, product development and general and administrative,
our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our
products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy
of liquidity and capital resources, and expected growth in business. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from
the forward-looking statements contained in this press release. Factors that could cause actual results to differ materially include,
but are not limited to: our ability to develop and manufacture our new product portfolio, including the W4 CC, W750, W56 and WNext platforms;
our ability to attract and retain customers for our existing and new products; risks associated with obtaining orders and executing upon
such orders; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases
impacting our company, our customers, our suppliers or the industry; our ability to capitalize on opportunities to deliver products to
meet customer requirements; our limited operations and need to expand and enhance elements of our production process to fulfill product
orders; the ability to protect our intellectual property; market acceptance for our products; our ability to control our expenses; potential
competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital
markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflict in Ukraine)
and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management team; our inability
to raise additional capital to fund our operations and business plan; our ability to maintain compliance with the list requirements of
the Nasdaq Capital Market and otherwise maintain the listing of our securities thereon and the impact of steps we took to regain such
compliance, such as the reverse split of our common stock; our inability to satisfy our customer warranty claims; the outcome of any regulatory
or legal proceedings, including with Coulomb Solutions, Inc.; our ability to consummate and realize the benefits of a potential sale and
leaseback transaction of our Union City facility; and our liquidity and other risks and uncertainties and other factors discussed from
time to time in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K
filed with the SEC. Forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Media Contact:
Aaron Palash / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investor Relations Contact:
Matt Glover and Tom Colton
Gateway Group
949-574-3860
WKHS@gateway-grp.com
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