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): July 7, 2023
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2023, Workhorse Group Inc. (the “Company”) amended and restated the Company’s bylaws, in the form of the Second Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference (the “Amended Bylaws”), following approval by the Company’s Board of Directors. The Amended Bylaws became effective immediately.
The Amended Bylaws revise provisions concerning quorum in accordance with recent amendments to Nevada law concerning the effect of broker non-votes. In addition, the Amended Bylaws amend certain provisions related to meeting procedures and stockholder proposals and add a provision that permits an eligible stockholder or a group of up to twenty eligible stockholders who have continuously held for a period of three years at least three percent of the Company’s outstanding shares entitled to vote in an election of directors to nominate and include in the Company’s annual meeting proxy materials up to two director nominees. Such nominations are subject to certain eligibility, procedural and disclosure requirements set forth in Section 2.9 of the Amended Bylaws. The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the complete text of the Amended Bylaws attached as an exhibit hereto.
Item 9.01. Exhibits.
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: July 12, 2023 | By: | /s/ James D. Harrington |
| | Name: | James D. Harrington |
| | Title: | General Counsel, Chief Compliance Officer and Secretary |
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