Workhorse Group Inc美股招股说明书(2025-01-27版)

Workhorse Group Inc. $3,500,000 Principal Amount of Senior Secured Convertible Notes Due 2026 Pursuant to this prospectus supplement and the accompanying prospectus, Workhorse Group Inc. (the“Company,” “we,” “us,” or “our”) is offering $3,500,000 aggregate principal amount of our senior securedconvertible notes (“Notes”), which Notes are convertible into shares of our common stock, par value $0.001 pershare, under certain conditions more fully described below. We are also offering by this prospectus supplement and the accompanying prospectus shares of ourcommon stock issuable from time to time upon conversion or otherwise under the Notes. Our obligations under theNotes will be guaranteed by all of our subsidiaries. The Notes have an original issue discount of 12.5% resulting in gross proceeds to us of $3,062,500, beforefees and other expenses. The Notes will bear interest at a rate of 9.0% per annum, payable in arrears on the firsttrading day of each calendar quarter, beginning April 1, 2025, payable, at our option, either in cash or in-kind bycompounding and becoming additional principal. Upon the occurrence and during the continuance of an event ofdefault, the interest rate on the Notes will increase to 18.0% per annum. Unless earlier converted or redeemed, theNotes will mature on the one year anniversary of the issuance date, subject to extension at the option of the holdersin certain circumstances as provided in the Notes. All amounts due under the Notes are convertible at any time, inwhole or in part, and subject to certain beneficial ownership limitations, at the option of the holders into shares ofour common stock at a conversion price equal to the lower of (a) $0.4996, which we refer to as the “referenceprice,” or (b) the greater of (x) $0.1190, which we refer to herein as the “floor price,” and (y) 87.5% of the volumeweighted average price of our common stock during the ten trading days ending and including the trading dayimmediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by theconverting holder. The reference price and floor price are subject to customary adjustments upon any stock split,stock dividend, stock combination, recapitalization or similar event. Upon the satisfaction of certain conditions, wemay prepay outstanding Notes upon 15 business days’ written notice by paying an amount equal to the thenoutstanding amounts due under the Notes at a 25% premium, or the then outstanding amounts due under the Notes ata 75% premium if certain redemption conditions are not satisfied. The Notes will be our senior secured obligationand will rank senior to the right to payment of the holders of our unsecured debt, except as described herein. Ourobligations under the Notes will be fully and unconditionally guaranteed by all of our subsidiaries. The Notes are being sold pursuant to a securities purchase agreement, or the Securities PurchaseAgreement, among us and the investors in the Notes, dated as of March 15, 2024, pursuant to which we may issuesuch Notes, as well as warrants to purchase shares of our common stock (“Warrants”). The Notes are being issuedpursuant to a eleventh supplemental indenture, or the Eleventh Supplemental Indenture, dated as of January 27,2025, between us and U.S. Bank Trust Company, National Association, as trustee, or the Trustee. The EleventhSupplemental Indenture supplements the indenture entered into by and between us and the Trustee, dated as ofDecember 27, 2023, or the Base Indenture. We refer to the Base Indenture, together with the Eleventh SupplementalIndenture, as the Indenture. The Indenture has been qualified under the Trust Indenture Act of 1939, and the termsof the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the TrustIndenture Act. The investor has waived its right to receive Warrants in connection with the Notes offered hereby.We have previously issued Notes under the Securities Purchase Agreement in the aggregate original principalamount of $38,985,714 and warrants exercisable for 15,640,900 shares of common stock in the aggregate (followingadjustment in connection with the Company’s 1-for-20 reverse stock split, which became effective on June 17,2024). As of January 24, 2025, $5,650,000 aggregate principal amount remained outstanding under the Notes, andno shares had been issued pursuant to the Warrants. Upon our filing of one or more additional prospectussupplements, and our satisfaction of certain other conditions, either we or an investor may elect to consummateadditional closings of up to $96,514,286 in aggregate principal amount of senior secured convertible notes atadditional closings, or the Additional Notes, pursuant to the Securities Purchase Agreement. At any such additionalclosings, we may, at the option of an investor, issue to the applicable purchasers Warrants, or the AdditionalWarrants, to purchase a number of shares of our common stock eq