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): October 6, 2021

WORKHORSE GROUP INC.

(Exact name of registrant as specified in its charter)

100 Commerce Drive, Loveland, Ohio 45140

(Address of principal executive offices) (zip code)

(513) 360-4704

(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:

Item 1.01. Entry into Material Definitive Agreements.

On October 6, 2021, Workhorse Group Inc. (the “Company”) entered into securities exchange agreements (the “Exchange Agreements”) with Antara Capital LP (“Antara”) and HT Investments MA LLC (“HT,” and together with Antara, the “Holders”), the holders of the Company’s 4.00% senior secured convertible notes due 2024 (the “Notes”). The Exchange Agreements provide that on October 11, 2021 (the “Closing Date”), the Holders will exchange $90.0 million in principal amount of the Notes (the “Exchange Notes”) for a number of shares of the Company’s common stock that will be determined as described in the following sentence (the “Exchange Shares”). The number of Exchange Shares will be determined by dividing 109% of the principal amount of the Exchange Notes by the average of the volume-weighted average closing prices of the Company’s common stock for the three trading days immediately preceding the Closing Date (the “VWAP”), subject to a collar mechanism that provides that the VWAP will not be less than $6.00 or more than $8.50. The exchange will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) of the Securities Act. The Exchange Agreements provide that, following the completion of the exchange, the Exchange Notes will be cancelled, with the Company owing no further obligations thereunder. Following such cancelation, the aggregate principal of Notes remaining outstanding will be approximately $110 million.

The terms and conditions of the Notes, the indenture dated as of October 14, 2020 under which the Notes were issued, the note purchase agreement dated as of October 12, 2020 under which the Notes were sold and the agreements, instruments and documents entered into in connection with the Notes, the Indenture and Note Purchase Agreement (the “Transaction Documents”) are further described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on October 12, 2020 and October 16, 2020.

The Exchange Agreements contain customary representations, warranties, covenants, and other agreements by the Company and the Holders. The Company and each Holder will also give each other mutual releases related to the Transaction Documents. The representations, warranties, covenants, and other agreements made in the Exchange Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The above description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the complete text of such agreements, a form of which is filed as Exhibit 10.1, and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 3.02 Unregistered Sales of Equity Securities.

Please see Item 1.01 of this Current Report on Form 8-K for a description of the Exchange Agreements, which is incorporated herein by reference.

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.