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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 19, 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 August 19, 2025, Workhorse
Group Inc. (the “Company”) will be making an investor presentation to industry analysts about the transactions described in
its Current Report on Form 8-K, dated as of August 15, 2025 (Film No. 251222571). The Company also expects to use the investor presentation
from time to time thereafter in connection with presentations to potential investors, industry analysts and others. A copy of the investor
presentation is attached hereto as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities
Act, except as expressly set forth by specific reference in such a filing.
Additional Information
and Where to Find It
Workhorse intends to
file with the SEC a Proxy Statement on Schedule 14A (the “Proxy Statement”). Workhorse may also file other relevant documents
with the SEC regarding the transactions described herein. This document is not a substitute for the Proxy Statement or any other document
that Workhorse may file with the SEC. Any Definitive Proxy Statement (if and when available) will be mailed to stockholders of Workhorse.
STOCKHOLDERS OF WORKHORSE ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTIONS DESCRIBED HEREIN, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WORKHORSE, THE TRANSACTIONS DESCRIBED HEREIN,
AND RELATED MATTERS. Stockholders will be able to obtain a free copy of the Proxy Statement (if and when available) 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, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies
from its stockholders that will occur in connection with the meeting at which the transactions described herein may be presented to stockholders
for approval (the “Meeting”). Information concerning the interests of the persons who may be considered “participants”
in the solicitation is set forth in Workhorse’s proxy statements and its Annual Reports on Form 10-K previously filed with the SEC,
and will be set forth in the Proxy Statement relating to the Meeting if and when the Proxy Statement becomes available. 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 Current Report on
Form 8-K 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 Current Report on Form 8-K, including, among other things, statements regarding the proposed Merger and other transactions
described herein, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed
transactions, 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 either company’s operations or operating results are forward-looking statements. Some of these statements may
be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”,
“predicts”, “potential”, “continue”, or “believes”, 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”.
Forward-looking statements
are based on the opinions and estimates of management of Workhorse as of the date such statements are made, and they are subject to known
and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties could give
rise to a delay in or the failure to consummate the Merger or the other transactions described herein (collectively, the “Transactions”).
Some factors that could cause actual results to differ include the outcome of continuing discussions between the Workhorse and Motiv
with respect to the Transactions, including the possibility that the parties may terminate certain of the Transactions or that the terms
of certain of the Transactions may change; our ability to consummate the Transactions or achieve the expected synergies and/or efficiencies;
potential regulatory delays; the industry and market reaction to this announcement; the effect of the announcement of the Transactions
on the ability of the parties to operate their businesses and retain and hire key personnel and to maintain favorable business relationships;
the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs
and business disruptions may be greater than expected; the ability to obtain regulatory and other approvals required to consummate the
Transactions, including from Nasdaq; the risk that the price of our securities may be volatile due to a variety of factors; changes in
laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting our business; and our ability
to maintain compliance with Nasdaq rules and otherwise maintain our listing of securities on Nasdaq.
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 Current Report on Form 8-K does not constitute a solicitation
of a vote or a proxy, consent or authorization with respect to any securities. This Current Report on Form 8-K also does not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions
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, or
an exemption therefrom.
Item 9.01. Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation, dated August 19, 2025. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in 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: August 19, 2025 |
By: |
/s/ James D.
Harrington |
| |
Name: |
James D. Harrington |
| |
Title: |
General Counsel, Chief Compliance Officer and Secretary |
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