Workhorse Group Stockholders Approve Key Proposals at Annual Meeting
Workhorse Group (Nasdaq: WKHS) held its 2024 Annual Meeting of Stockholders, where key proposals were approved to advance its strategic goals. The stockholders re-elected seven directors for a term expiring in 2025. Additionally, they approved a reverse stock split of Workhorse’s outstanding shares by a ratio between 1-for-10 and 1-for-20, to comply with Nasdaq Listing Rules, which can be executed any time before August 30, 2024. Furthermore, stockholders agreed to issue the maximum number of shares underlying the company’s senior secured convertible notes and warrants. The final vote results will be filed on a Form 8-K with the SEC.
- Stockholders re-elected seven experienced directors, ensuring leadership stability.
- Approval for reverse stock split gives flexibility to comply with Nasdaq Listing Rules.
- Agreement to issue maximum shares underlying convertible notes and warrants shows investor support.
- Reverse stock split could signal potential delisting risk.
- Issuing maximum shares underlying convertible notes and warrants may lead to shareholder dilution.
Insights
The approval of a reverse stock split is a significant move. A reverse stock split consolidates the number of existing shares into fewer, proportionally more valuable, shares. This often aims to boost share prices and comply with exchange listing requirements. Workhorse's decision to execute a reverse split between 1-for-10 and 1-for-20 indicates a strategic effort to stay listed on Nasdaq, which can require a minimum share price.
The potential reverse split indicates that the company might have faced challenges maintaining its share price above Nasdaq's minimum requirements (
Moreover, the mention of issuing additional shares underlying convertible notes and warrants suggests Workhorse might be looking to raise capital, which could lead to future dilution for existing shareholders. Dilution occurs when a company issues more shares, which can decrease the ownership percentage of existing shareholders and potentially lower the stock price.
It's essential to monitor how the market reacts to these moves. While these steps might be necessary to stabilize the company's financial footing and ensure compliance with Nasdaq, they indicate potential challenges that investors should be aware of.
From a market research perspective, the approval for a reverse stock split and additional share issuance reflects broader industry trends, especially in the competitive electric vehicle (EV) market. Companies in this space often face high capital expenditure needs for research and development, production scaling and market penetration.
For Workhorse, these moves could be driven by the need to fund its ambitious zero-emission commercial vehicle roadmap. The EV market is fiercely competitive with players like Tesla, Rivian and legacy automakers investing heavily in electrification. By securing additional capital through the issuance of new shares, Workhorse aims to maintain its competitive edge, potentially accelerating product development cycles and expanding market share.
However, the execution of a reverse stock split to remain compliant with Nasdaq rules might also signal to the market that the company's stock has underperformed. This could impact investor sentiment, particularly among those who track stock price performance as a gauge of company health.
Investors should consider the broader industry context, noting that while the EV market holds significant growth potential, it also requires substantial, sustained investment. Workhorse’s strategy suggests they are gearing up for a long-term play, but short-term market dynamics and investor sentiment could fluctuate based on these recent corporate actions.
CINCINNATI, May 14, 2024 (GLOBE NEWSWIRE) -- Workhorse Group Inc. (Nasdaq: WKHS) (“Workhorse” or “the Company”), an American technology company focused on pioneering the transition to zero-emission commercial vehicles, today announced that at its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), Workhorse stockholders voted to approve key proposals that enable the Company to continue executing its strategic commercial vehicle product roadmap.
At the Annual Meeting, stockholders approved, among other proposals:
- Re-election of the following persons to the Company's Board of Directors for the ensuing year: Raymond Chess, Richard Dauch, Jacqueline Dedo, Pamela Mader, Scott Miller, Bill Quigley, and Jean Botti. The Directors have been elected to serve a term expiring at the 2025 annual meeting of stockholders;
- Pursuant to Nevada Revised Statutes 78.2055, a reverse stock split of Workhorse’s outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-20, at any time prior to August 30, 2024, to be determined at the discretion of the Board of Directors, for the purpose of complying with the Nasdaq Listing Rules, subject to the Board’s discretion to abandon such reverse stock split; and
- For the purposes of Nasdaq Listing Rule 5635(D), the proposed issuance of the maximum number of shares of Workhorse common stock underlying the Company’s (A) senior secured convertible notes and (B) warrants to purchase common stock.
Workhorse will file the final vote results, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission.
About Workhorse Group Inc.
Workhorse is a technology company focused on providing ground and air-based electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, we design and build high performance, battery-electric trucks and drones. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are fully integrated with our vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed to make the movement of people and goods more efficient and less harmful to the environment. For additional information visit workhorse.com.
Forward-Looking Statements
Certain statements contained in this press release, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, contain forward-looking statements reflecting our current expectations that involve risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this prospectus supplement, the words “anticipate,” “expect,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue from existing products, expected expenses including those related to selling and marketing, product development and general and administrative, our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy of our liquidity and capital resources, the likelihood of us obtaining additional financing in the immediate future and the expected terms of such financing, and expected growth in business. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained in this press release. Factors that could cause actual results to differ materially include, but are not limited to: our ability to develop and manufacture our new product portfolio, including the W4 CC, W750, W56 and WNext programs; our ability to attract and retain customers for our existing and new products; risks associated with obtaining orders and executing upon such orders; the unavailability, reduction, elimination or adverse application of government subsidies, incentives and regulations; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting our Company, 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 obtain financing to meet our immediate liquidity needs and the potential costs, dilution and restrictions imposed by any such financing; our ability to regain compliance with the listing requirements of the Nasdaq Capital Market and otherwise maintain the listing of our securities thereon and the impact of any steps we take to regain such compliance, such as a reverse split of our common stock, on our operations, stock price and future access to liquidity; our ability to protect our intellectual property; market acceptance for 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 the 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 Israel) 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 consummate the divestiture of our aero business, our ability to consummate and realize the benefits of a potential 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 Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Discussions containing these forward-looking statements may be found, among other places, in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC or in any Current Report on Form 8-K. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result of these factors, we cannot assure you that the forward-looking statements in this press release and the documents referenced herein will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. You should read this press release completely and with the understanding that our actual future results may be materially different from what we expect. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, as well as any amendments thereto.
Media Contact:
Aaron Palash / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investor Relations Contact:
Matt Glover and Tom Colton
Gateway Group
949-574-3860
WKHS@gateway-grp.com
FAQ
What proposals were approved at the Workhorse Group 2024 Annual Meeting?
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