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Workhorse Group Inc. (WKHS) SEC Filing 8-K Material Event for the period ending Wednesday, February 23, 2022

Workhorse Group Inc.

CIK: 1425287 Ticker: WKHS
0001425287 false 0001425287 2022-02-23 2022-02-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): February 23, 2022

 

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)

 

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:

 

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 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective February 23, 2022, the Board of Directors (the “Board”) of Workhorse Group Inc. (the “Company”) appointed William G. Quigley III. as a Director. The Board has determined that Mr. Quigley is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission and the Nasdaq Capital Market. Mr. Quigley will serve as a member of the Company’s Audit Committee. He has more than three decades financial and operating experience in the automotive and manufacturing industries, and since 2016, Mr. Quigley has served as a member of the board of directors of Cadre Holdings Inc., a global leader in manufacturing and distribution of safety and survivability equipment for first responders. He most recently served as Senior Vice President and Chief Financial Officer of Nexteer Automotive Group Limited, a tier one automotive supplier operating from 27 manufacturing facilities and three global technical centers with over 12,000 employees. Prior to that he served as the Chief Financial Officer of Dana Holding Corporation (NYSE: DAN) and, before that, as the Chief Financial Officer of Visteon Corporation (NASDAQ: VC). Mr. Quigley earned his Bachelor of Arts degree in accounting from Michigan State University and is a Certified Public Account in the state of Michigan.

 

There are no arrangements or understandings between Mr. Quigley and any other person pursuant to which he was selected as a Director. There are no transactions with Mr. Quigley that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On February 23, 2022, the Company issued a press release announcing the appointment of Mr. Quigley. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s reports filed with the Securities and Exchange Commission.

 

Item 9.01. Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated February 23, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: February 24, 2022 By: /s/ James D. Harrington
  Name: James D. Harrington
  Title: General Counsel, Secretary and Chief
  Administration Officer

 

 

 

2

 

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Workhorse Group Inc. provided additional information to their SEC Filing as exhibits

Ticker: WKHS
CIK: 1425287
Form Type: 8-K Corporate News
Accession Number: 0001213900-22-009197
Submitted to the SEC: Thu Feb 24 2022 4:00:19 PM EST
Accepted by the SEC: Thu Feb 24 2022
Period: Wednesday, February 23, 2022
Industry: Motor Vehicles And Passenger Car Bodies
Events:
  1. Event for Officers
  2. Financial Exhibit
  3. Regulated Disclosure

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