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): June 22, 2023

WORKHORSE GROUP INC.

(Exact name of registrant as specified in its charter)

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):

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 8.01 Other Events.

Final Court Approval of Derivative Litigation

Background

As previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) for Workhorse Group Inc. (the “Company”), a total of eight substantively similar shareholder derivative actions were originally filed alleging breach of fiduciary duty and unjust enrichment against Duane Hughes, Steve Schrader, Stephen Fleming, Robert Willison, Anthony Furey, Gregory Ackerson, H. Benjamin Samuels, Raymond J. Chess, Harry DeMott, Gerald B. Budde, Pamela S. Mader, Michael L. Clark and Jacqueline A. Dedo (the “individual defendants”) in state court in Nevada, state court in Ohio and federal courts in Nevada, Ohio and California (collectively, the “Shareholder Derivative Litigation”). The Shareholder Derivative Litigation was consolidated into five separate actions entitled: (i) Workhorse Grp., Inc. S’holder Derivative Litig, Lead Case No. A-21-83688-B (Nev. Dist. Ct.-Clark Cnty.); (ii) Cohen, et. al., v. Hughes, et al., Case No. 2:21-cv-08734-CJC-PVC (C.D. Cal.); (iii) Lomont, et al., v. Hughes, et al., Case No. 2:22-cv-00980-CDS-VCF (D. Nev.); (iv) In re Workhorse Grp. Inc. Derivative Litig., Lead Case No. 2: 21-cv-04202-CJC-PVC (C.D. Cal.); and (v) Abughazaleh, et al., v. Hughes, et al., Case No. A-2203019 (Ohio Ct. Common Pleas – Hamilton Cnty.).

Settlement Agreement

As previously reported in our Current Report on Form 8-K filed May 1, 2023, on April 10, 2023, the parties to the Shareholder Derivative Litigation entered into a Stipulation of Settlement for the proposed settlement of the Shareholder Derivative Litigation (the “Stipulation of Settlement”). The Stipulation of Settlement of the Shareholder Derivative Litigation was filed in the Eighth Judicial District Court of the State of Nevada in and for Clark County (the “Court”), subject to final approval by the Court.

Pursuant to the Settlement, in exchange for a release of all derivative claims and dismissal with prejudice of the Shareholder Derivative Litigation, the Company agreed to implement certain corporate governance reforms as set forth in Exhibit A to the Settlement, and the individual defendants agreed to cause a cash payment to the Company of $12.5 million funded from the Company’s D&O liability insurance policies.

The foregoing summary description of the Settlement is qualified in its entirety by the full text of the Stipulation of Settlement, including all exhibits thereto, a copy of which is filed herewith as Exhibit 99.1. The Stipulation of Settlement is also available on the Company’s Investor Relations page of the Company’s website at https://ir.workhorse.com/. Other information contained in or accessible through the Company’s website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.

Final Court Approval

On June 22, 2023, the Court entered an Order and Final Judgment, which is filed as an exhibit to this Current Report on Form 8-K, granting final approval of the Settlement resolving the Shareholder Derivative Litigation. In accordance with the Court’s Order Approving Settlement, the Company is issuing this Form 8-K and making disclosure of the Settlement and related documents to its shareholders. The terms of the derivative settlement are described in the Stipulation of Settlement, which is filed as an exhibit to this Current Report on Form 8-K.

Use of Forward-Looking Statements

Except for the historical information contained herein, this Current Report on Form 8-K contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such statements, include, without limitation, those regarding: (i) the Stipulation of Settlement resolving the Shareholder Derivative Litigation; (ii) the ability to secure approval of the proposed settlement from the Court and to satisfy all conditions of the proposed settlement; and (iii) other statements that are not historical facts, constitute forward looking statements. These forward-looking statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks and uncertainties, include, without limitation, risks and uncertainties related to: (a) the Stipulation of Settlement not having the expected impact, including resolving the Shareholder Derivative Litigation; (b) the proposed settlement requiring more activity or expense than expected; (c) the defendants’ ability to overcome any objections or appeals regarding the proposed settlement; and (d) satisfactory resolution of any future litigation or other disagreements with others. Additional information on the above risks and uncertainties and additional risks, uncertainties and factors that could cause actual results to differ materially from those in the forward-looking statements are contained in the Company’s filings and periodic reports filed with the Securities and Exchange Commission under the heading “Risk Factors” and elsewhere in such filings and reports, including the Company’s annual report on Form 10-K for the year ended December 31, 2022 and future filings and reports by the Company. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. Except as required by law, The Company disclaims any obligation to update these forward-looking statements to reflect future information, events or circumstances.

Item 9.01 Financial Statements and Exhibits

(d)  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.

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