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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):
November 12, 2025
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 November 12, 2025, Workhorse Group Inc. (the
“Company”) issued a press release (the “Press Release”) related to the matters described in Item 8.01 of this
Current Report on Form 8-K. A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On November 12, 2025 the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to approve nine proposals, including the approval of
proposals related to the Company’s proposed merger with Motiv Power Systems, Inc. Although votes received were strongly in
favor of each of the nine proposals, under the Company’s bylaws, quorum was not present at the Annual Meeting. As a result, the Annual Meeting was adjourned until November 25, 2025 at 10:00 a.m. ET, to be held virtually at www.virtualshareholdermeeting.com/WKHS2025.
Additional Information and Where to Find It
Workhorse has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”)
and a proxy card with respect to its solicitation of proxies for the Annual Meeting. The Definitive Proxy Statement contains important
information about the matters to be voted on at the Annual Meeting. STOCKHOLDERS OF WORKHORSE ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT WORKHORSE HAS
FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WORKHORSE AND THE MATTERS TO BE VOTED
ON AT THE ANNUAL MEETING. Stockholders are able to obtain a free copy of the Proxy Statement and other relevant documents once
such documents are filed with the SEC from the SEC’s website at www.sec.gov, or by directing a request by mail to Workhorse Group
Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241, or from the Workhorse’s website at www.ir.workhorse.com.
Participants in the Solicitation
Workhorse and certain of its directors and officers
may be deemed to be “participants” in the solicitation of proxies in respect of the matters to be considered about the Annual
Meeting. Information concerning the directors and officers of Workhorse and interests of the persons who may be considered “participants”
in the solicitation is set forth in Amendment No. 1 to Workhorse’s Annual Report on Form 10-K for the year ended December 31, 2024,
including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive
Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, filed with the SEC on April 30,
2025, and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1425287/000121390025037631/ea0239686-10ka1_workhorse.htm.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before
making any voting or investment decisions. Copies of these documents can be obtained, without charge, at the SEC’s website at www.sec.gov,
or by directing a request to Workhorse at the address above, or at www.ir.workhorse.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as
amended. All statements other than statements of historical fact included or incorporated by reference in this communication, including,
among other things, statements regarding the proposed merger transaction between Workhorse and Motiv, future events, plans and anticipated
results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed
transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies
from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of the combined company’s
operations or operating results are forward-looking statements. Forward-looking statements may be identified by the use of the words “believe”,
“plan”, “expect”, “estimate”, “budget”, “schedule”, “forecast”,
“intend”, “anticipate”, “target”, “project”, “contemplate”, “predict”,
“potential”, or “continue”, and similar words or variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “should”, “might”, “will”
or “will be taken”, “occur” or “be achieved”. However, the absence of these words does not mean that
the statements are not forward-looking. Where, in any forward-looking statement, Workhorse expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement
is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors
beyond the parties’ control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in
the forward-looking statements.
The following risks and uncertainties, among others,
could cause actual results or events to differ materially from those described in forward-looking statements: the parties’ ability
to successfully integrate their businesses and technologies, which may result in the combined company not operating as effectively and
efficiently as expected; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a
timely manner, or at all; the risk associated with Workhorse’s ability to obtain the approval of its shareholders required to consummate
the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction
are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated
terms; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained
or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give
rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or expenditures relating to the transaction;
the effect of the announcement, pendency or completion of the proposed transaction on the parties’ business relationships and business
operations generally; the effect of the announcement or pendency of the proposed transaction on Workhorse’s common stock prices
and uncertainty as to the long-term value of the combined company’s common stock; risks that the proposed transaction disrupts current
plans and operations of the parties and their respective management teams and potential difficulties in hiring or retaining employees
as a result of the proposed transaction; our ability to develop and manufacture our product portfolio, including the W4 CC, W750, and
W56 and other programs; our ability to attract and retain customers for our existing and new products; ongoing and anticipated changes
in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and changes
to regulatory agencies; the implementation of changes to the existing tariff regime by the new Presidential Administration and measures
taken in response to such tariffs by foreign governments; risks associated with obtaining orders and executing upon such orders; the unavailability,
reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure by the federal government,
states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board’s Advanced Clean
Fleet regulation; changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with
which we do business; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting
cost increases impacting us, 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; our general inability to raise additional capital to fund our operations and business plan; our ability to receive sufficient
proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential costs, dilution
and restrictions resulting from any such financing; our ability to maintain compliance with the listing requirements of the Nasdaq and
the impact of any steps we have taken, including reverse splits of our common stock, on our operations, stock price and future access
to funds; our ability to protect our intellectual property; market acceptance of our products; our ability to obtain sufficient liquidity
from operations and financing activities to continue as a going concern and, our ability to control our expenses; the effectiveness of
our cost control measures and impact such measures could have on our operations, including the effects of furloughing employees; 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 the Middle East) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management
team; our inability to satisfy our customer warranty claims; the outcome of any regulatory or legal proceedings, including with Coulomb
Solutions Inc.; our ability to realize the benefits of the sale and leaseback transaction of our Union City Facility; and other risks
and uncertainties and other factors discussed from time to time in our filings with the SEC.
Additional information on these and other factors
that may cause actual results and Workhorse’s performance to differ materially is included in Workhorse’s periodic reports
filed with the SEC, including, but not limited to, Workhorse’s Annual Report on Form 10-K for the year ended December 31, 2024,
including those factors described under the heading “Risk Factors” therein, and Workhorse’s subsequent Quarterly Reports
on Form 10-Q. Copies of Workhorse’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or
may be obtained by contacting Workhorse. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements
are made only as of the date hereof, and Workhorse undertakes no obligations to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
No Offer or Solicitation
This communication is not intended to and does
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 12, 2025. |
| 104 |
|
Cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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: November 12, 2025 |
By: |
/s/ James D. Harrington |
| |
Name: |
James D. Harrington |
| |
Title: |
General Counsel, Chief Compliance Officer and Secretary |
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