Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37673 | |
Entity Registrant Name | WORKHORSE GROUP INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-1394771 | |
Entity Address, Address Line One | 3600 Park 42 Drive | |
Entity Address, Address Line Two | Suite 160E | |
Entity Address, City or Town | Sharonville | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45241 | |
City Area Code | 888 | |
Local Phone Number | 646-5205 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | WKHS | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,362,546 | |
Entity Central Index Key | 0001425287 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,308,611 | $ 25,845,915 |
Restricted cash | 0 | 10,000,000 |
Accounts receivable, less allowance for credit losses of $0.2 million and $0.2 million as of June 30, 2024 and December 31, 2023, respectively | 760,504 | 4,470,209 |
Inventory, net | 46,503,385 | 45,408,192 |
Prepaid expenses and other current assets | 6,902,370 | 8,101,162 |
Total current assets | 59,474,870 | 93,825,478 |
Property, plant and equipment, net | 36,497,886 | 37,876,955 |
Lease right-of-use assets | 9,227,564 | 9,795,981 |
Other assets | 176,310 | 176,310 |
Total Assets | 105,376,630 | 141,674,724 |
Current liabilities: | ||
Accounts payable | 10,501,569 | 12,456,272 |
Accrued and other current liabilities | 6,335,271 | 4,862,740 |
Deferred revenue, current | 6,954,581 | 4,714,331 |
Warranty liability | 642,326 | 1,902,647 |
Current portion of lease liabilities | 3,028,889 | 3,560,612 |
Warrant liability | 4,580,442 | 5,605,325 |
Current portion of convertible notes | 9,649,030 | 20,180,100 |
Total current liabilities | 41,692,108 | 53,282,027 |
Lease liabilities, long-term | 5,047,565 | 5,280,526 |
Total Liabilities | 46,739,673 | 58,562,553 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Series A preferred stock, par value $0.001 per share, 75,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, par value $0.001 per share, 450,000,000 shares authorized, 20,738,091 shares issued and outstanding as of June 30, 2024 and 14,299,042 shares issued and outstanding as of December 31, 2023 (presented on a reverse stock split-adjusted basis) | 20,738 | 14,299 |
Additional paid-in capital | 865,660,256 | 834,666,123 |
Accumulated deficit | (807,044,037) | (751,568,251) |
Total stockholders’ equity | 58,636,957 | 83,112,171 |
Total Liabilities and Stockholders’ Equity | $ 105,376,630 | $ 141,674,724 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.2 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 20,738,091 | 14,299,042 |
Common stock, shares outstanding (in shares) | 20,738,091 | 14,299,042 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Sales, net of returns and allowances | $ 842,440 | $ 3,966,463 | $ 2,181,735 | $ 5,659,878 | |
Cost of sales | 7,301,348 | 8,427,377 | 14,744,126 | 13,755,496 | |
Gross loss | (6,458,908) | (4,460,914) | (12,562,391) | (8,095,618) | |
Operating expenses | |||||
Selling, general and administrative | 12,066,553 | 14,002,517 | 26,161,831 | 28,692,360 | |
Research and development | 1,992,779 | 5,059,745 | 5,520,690 | 12,284,594 | |
Total operating expenses | 14,059,332 | 19,062,262 | 31,682,521 | 40,976,954 | |
Loss from operations | (20,518,240) | (23,523,176) | (44,244,912) | (49,072,572) | |
Interest income (expense), net | (5,158,859) | 505,500 | (6,791,326) | 1,055,859 | |
Fair value adjustment (loss) on warrants | (642,900) | 0 | (4,439,548) | 0 | |
Loss before benefit for income taxes | (26,319,999) | (23,017,676) | (55,475,786) | (48,016,713) | |
Benefit for income taxes | 0 | 0 | 0 | 0 | |
Net loss | $ (26,319,999) | $ (23,017,676) | $ (55,475,786) | $ (48,016,713) | |
Net loss per share of common stock | |||||
Basic (in usd per share) | [1] | $ (1.40) | $ (2.40) | $ (3.26) | $ (5.40) |
Diluted (in usd per share) | [1] | $ (1.40) | $ (2.40) | $ (3.26) | $ (5.40) |
Weighted average shares used in computing net loss per share of common stock | |||||
Basic (in shares) | [1] | 18,855,034 | 9,283,015 | 16,992,697 | 8,822,674 |
Diluted (in shares) | [1] | 18,855,034 | 9,283,015 | 16,992,697 | 8,822,674 |
[1]Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Total | At The Market Offering | Private Placement | 2026 Notes | 2024 Securities Purchase Agreement | 2026 Warrants | Common Stock | Common Stock At The Market Offering | Common Stock Private Placement | Common Stock 2026 Notes | Common Stock 2024 Securities Purchase Agreement | Common Stock 2026 Warrants | Additional Paid-in Capital | Additional Paid-in Capital At The Market Offering | [1] | Additional Paid-in Capital Private Placement | [1] | Additional Paid-in Capital 2026 Notes | [3] | Additional Paid-in Capital 2024 Securities Purchase Agreement | [3] | Additional Paid-in Capital 2026 Warrants | [3] | Accumulated Deficit | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | [1] | 8,280,268 | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 108,586,931 | $ 8,280 | [1] | $ 736,227,713 | [1] | $ (627,649,062) | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Common stock issued (in shares) | [1] | 1,934,207 | 5,817 | |||||||||||||||||||||||||||||
Common stock issued | $ 40,291,607 | $ 200,000 | $ 1,934 | [1] | $ 6 | [1] | $ 40,289,673 | $ 199,994 | ||||||||||||||||||||||||
Stock options and vesting of restricted shares (in shares) | [1],[2] | 40,766 | ||||||||||||||||||||||||||||||
Stock options and vesting of restricted shares | [2] | (475,589) | $ 41 | [1] | (475,630) | [1] | ||||||||||||||||||||||||||
Stock-based compensation | 6,801,485 | 6,801,485 | [1] | |||||||||||||||||||||||||||||
Net loss | (48,016,713) | (48,016,713) | ||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | [1] | 10,261,058 | ||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | 107,387,721 | $ 10,261 | [1] | 783,043,235 | [1] | (675,665,775) | ||||||||||||||||||||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | [1] | 9,029,035 | ||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 104,820,548 | $ 9,029 | [1] | 757,459,618 | [1] | (652,648,099) | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Common stock issued (in shares) | [1] | 1,214,968 | 5,817 | |||||||||||||||||||||||||||||
Common stock issued | $ 21,699,420 | $ 200,000 | $ 1,215 | [1] | $ 6 | [1] | $ 21,698,205 | $ 199,994 | ||||||||||||||||||||||||
Stock options and vesting of restricted shares (in shares) | [1],[2] | 11,238 | ||||||||||||||||||||||||||||||
Stock options and vesting of restricted shares | [2] | (91,667) | $ 11 | [1] | (91,678) | [1] | ||||||||||||||||||||||||||
Stock-based compensation | 3,777,096 | 3,777,096 | [1] | |||||||||||||||||||||||||||||
Net loss | (23,017,676) | (23,017,676) | ||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | [1] | 10,261,058 | ||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 107,387,721 | $ 10,261 | [1] | 783,043,235 | [1] | (675,665,775) | ||||||||||||||||||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 14,299,042 | 14,299,042 | [3] | |||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2023 | $ 83,112,171 | $ 14,299 | [3] | 834,666,123 | [3] | (751,568,251) | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Common stock issued (in shares) | [3] | 490,445 | ||||||||||||||||||||||||||||||
Common stock issued | 1,242,649 | $ 490 | [3] | 1,242,159 | [3] | |||||||||||||||||||||||||||
Common stock issued, convertible securities (in shares) | [3] | 4,949,646 | 425,000 | |||||||||||||||||||||||||||||
Common stock issued, convertible securities | $ 17,910,517 | $ 2,847,500 | $ 4,951 | [3] | $ 425 | [3] | $ 17,905,566 | $ 2,847,075 | ||||||||||||||||||||||||
Issuance of common stock under ELOC Purchase Agreement (in shares) | [3] | 600,000 | ||||||||||||||||||||||||||||||
Issuance of common stock under ELOC Purchase Agreement | $ 3,124,000 | $ 600 | [3] | $ 3,123,400 | ||||||||||||||||||||||||||||
Stock options and vesting of restricted shares (in shares) | [2],[3] | 101,992 | ||||||||||||||||||||||||||||||
Stock options and vesting of restricted shares | [2] | (168,282) | $ 102 | [3] | (168,384) | [3] | ||||||||||||||||||||||||||
Stock-based compensation | 6,044,520 | 6,044,520 | [3] | |||||||||||||||||||||||||||||
Treasury Stock (in shares) | [3] | (128,034) | ||||||||||||||||||||||||||||||
Treasury Stock | (332) | $ (129) | [3] | (203) | [3] | |||||||||||||||||||||||||||
Net loss | $ (55,475,786) | (55,475,786) | ||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 20,738,091 | 20,738,091 | [3] | |||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2024 | $ 58,636,957 | $ 20,738 | [3] | 865,660,256 | [3] | (807,044,037) | ||||||||||||||||||||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2024 | [3] | 16,539,599 | ||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2024 | 67,423,772 | $ 16,540 | [3] | 848,131,270 | [3] | (780,724,038) | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Common stock issued, convertible securities (in shares) | [3] | 4,285,671 | ||||||||||||||||||||||||||||||
Common stock issued, convertible securities | $ 14,642,070 | $ 4,286 | [3] | $ 14,637,784 | ||||||||||||||||||||||||||||
Stock options and vesting of restricted shares (in shares) | [2],[3] | 40,854 | ||||||||||||||||||||||||||||||
Stock options and vesting of restricted shares | [2] | (4,766) | $ 41 | [3] | (4,807) | [3] | ||||||||||||||||||||||||||
Stock-based compensation | 2,896,212 | 2,896,212 | [3] | |||||||||||||||||||||||||||||
Treasury Stock (in shares) | [3] | (128,033) | ||||||||||||||||||||||||||||||
Treasury Stock | (332) | $ (129) | [3] | (203) | [3] | |||||||||||||||||||||||||||
Net loss | $ (26,319,999) | (26,319,999) | ||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 20,738,091 | 20,738,091 | [3] | |||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2024 | $ 58,636,957 | $ 20,738 | [3] | $ 865,660,256 | [3] | $ (807,044,037) | ||||||||||||||||||||||||||
[1]Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles.[2]Net of tax payments related to shares withheld for option exercises and vested stock.[3]Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found in Note 1 Summary of Business and Significant Accounting Principles. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parenthetical) | Jun. 17, 2024 |
Statement of Financial Position [Abstract] | |
Reverse split ratio | 0.05 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (55,475,786) | $ (48,016,713) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,019,532 | 1,386,621 |
Deferred revenue | 2,240,250 | (604,918) |
Stock-based compensation | 6,266,416 | 6,801,485 |
Change in inventory and prepaid purchases reserve | 1,611,847 | 54,369 |
Non-cash lease expense | 216,263 | 425,421 |
Change in fair value and gain on conversion of 2026 Notes and exchange of 2023 Warrants | (2,937,925) | 0 |
Change in fair value of 2024 Notes and 2024 Warrants | 10,977,994 | 0 |
Other non-cash items | 1,661,995 | 200,000 |
Effects of changes in operating assets and liabilities: | ||
Accounts receivable | 3,709,705 | (851,649) |
Inventory, net | (2,605,061) | (25,909,707) |
Prepaid expenses and other current assets | 1,096,813 | 4,783,655 |
Accounts payable, accrued liabilities and other | 414,822 | (3,783,596) |
Warranty liability | (1,260,321) | (285,094) |
Net cash used in operating activities | (30,063,456) | (65,800,126) |
Cash flows from investing activities: | ||
Capital expenditures | (3,759,353) | (10,472,730) |
Net cash used in investing activities | (3,759,353) | (10,472,730) |
Cash flows from financing activities: | ||
Proceeds on convertible notes | 19,500,000 | 0 |
Payments on convertible notes | (20,000,000) | 0 |
Proceeds from issuance of common stock | 4,366,649 | 40,291,607 |
Payments on finance lease | (412,530) | (439,722) |
Exercise of options and restricted share award activity | (168,614) | (475,590) |
Net cash provided by financing activities | 3,285,505 | 39,376,295 |
Change in cash and cash equivalents | (30,537,304) | (36,896,561) |
Cash and cash equivalents, beginning of the period | 35,845,915 | 99,276,301 |
Cash and cash equivalents, end of the period | $ 5,308,611 | $ 62,379,740 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | Jun. 17, 2024 |
Income Statement [Abstract] | |
Reverse split ratio | 0.05 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES Overview Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us”, or “our”) is an American technology company with a vision to pioneer the transition to zero-emission commercial vehicles. We design, develop, manufacture and sell fully electric ground vehicles. Liquidity, Capital Resources, and Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these Condensed Consolidated Financial Statements are issued and will be able to realize assets and discharge its liabilities and commitments in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. We had sales of $2.2 million, incurred a net loss of $55.5 million and used $30.1 million of cash in operating activities during the six months ended June 30, 2024. As of June 30, 2024, the Company had $5.3 million of cash and cash equivalents, accounts receivable of $0.8 million, inventory, net of $46.5 million and accounts payable of $10.5 million. As of June 30, 2024, the Company had working capital of $17.8 million and an accumulated deficit of $807.0 million. As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our vehicles to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and working capital, which includes, but is not limited to: • Generating revenue by increasing sales of our vehicles and other services. • Reducing expenses and limiting non-contracted capital expenditures. • Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement (as defined below) and our At-the-Market Sales Agreement (“ATM Agreement”), the sale of assets, or other strategic transactions. It is essential that we have access to capital as we bring our existing line of vehicles to market, scale up production and sales of such vehicles and continue to develop additional variations of our existing vehicles and our next generation of vehicles. There is no assurance that we will be successful in implementing management’s plans to generate liquidity to fund these activities or other aspects of our short and long-term strategy, that our projections of our future capital needs will prove accurate or that any additional funding would be available or sufficient to continue operations in future periods. To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity, debt and equity-linked securities, including the continued access to the additional closings of, as of August 19, 2024, up to $112.7 million in aggregate principal amount of additional 2024 Notes (as defined below) and, if our share price makes such exercise feasible, the possible receipt of proceeds from the exercise of the corresponding 2024 Warrants (as defined below) pursuant to the 2024 Securities Purchase Agreement (as defined below), and the continued use of the ATM Agreement (as defined below), for which there can be no assurance we will be successful in such efforts. We will also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our vehicle programs and satisfy our obligations as they become due, will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. The Company’s current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these Condensed Consolidated Financial Statements. Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities and our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market. If we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. Due to these uncertainties described and continued delays in the adoption of commercial electric vehicles, the Company identified a triggering event under ASC 360-35-21 that required further analysis and concluded that no impairment was required. Additional actions taken by the Company with regards to liquidity and its plan to manage operating capital include the following: Reverse Stock Split In order to regain compliance with the Listing Requirements of Nasdaq, on June 17, 2024, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s then issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. Prior periods presented have also been adjusted to reflect this change. On July 3, 2024, Nasdaq confirmed that we were in compliance with the Minimum Bid Requirement. Financings under the Securities Purchase Agreements As part of management’s plan to raise capital to fund operations, the Company has entered into a financing transaction that makes liquidity available both in the short term and over time. On March 15, 2024, we entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with an institutional investor (the “Investor”) under which we agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, senior secured convertible notes (the “2024 Notes”) for up to an aggregate principal amount of $139.0 million that are convertible into shares of the Company’s Common Stock, and warrants to purchase shares of Common Stock ( the “2024 Warrants”). During the three months ended June 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $13.3 million and (ii) 2024 Warrants to purchase up to 3.9 million shares of Common Stock. As of June 30, 2024, the Company had issued and sold to the Investor (i) 2024 Notes in aggregate original principal amount of $22.3 million and (ii) 2024 Warrants to purchase up to 5.5 million shares of Common Stock pursuant to the Securities Purchase Agreement (following adjustment in connection with the Company’s Reverse Split). As of August 19, 2024, $7.5 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares have been issued pursuant to the 2024 Warrants. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, the Securities Purchase Agreement contemplates additional closings of 2024 Notes of up to $112.7 million in aggregate principal and corresponding 2024 Warrants pursuant to the 2024 Securities Purchase Agreement. Sale Leaseback of Union City, Indiana Manufacturing Facility Another strategic opportunity identified by management to raise capital to fund operations was to enter into a sale leaseback for our Union City, Indiana manufacturing facility. As previously reported, on January 31, 2024, a subsidiary of the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with William Repny LLC (the “Union City Purchaser”) for the sale of the Company’s Union City, Indiana manufacturing facility for a purchase price, before fees and expenses, of approximately $34.5 million, in connection with which the Company would lease the property back from the Union City Purchaser. Although the Purchase and Sale Agreement has not been terminated, the Company does not believe the transaction will be consummated at the current purchase price. Accordingly, the Company is currently discussing alternative sale and leaseback transactions with other potential purchasers, as well as possible changes to the terms of the Purchase and Sale Agreement with the Union City Purchaser or other strategic alternatives. The Company expects that if a sale and leaseback transaction for the Union City facility is consummated, whether with the Union City Purchaser or another party, the purchase price in such transaction will be materially lower than the price provided in the Purchase and Sale Agreement. Moreover, because the Union City facility is currently operating at a very limited portion of its capacity, the Company believes that it may not be possible to consummate a sale leaseback of the facility on acceptable terms unless the Company or an additional occupant begins using a larger portion of the facility and sales ramp up. Cost-saving Measures As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 12, 2024 (the “Form 10-K”) a vital component of management’s intended plan to improve our liquidity and working capital requirements is reducing our operating costs to, among other things, reduce demands on our available liquidity. During the first quarter of 2024, we initiated a reduction in force (the “RIF”) pursuant to which we terminated approximately 20% of our total workforce, excluding direct labor, and our executive officers agreed to defer approximately 20% of their cash compensation into the third quarter of 2024. In April 2024, the Company initially furloughed 73 employees at its Union City manufacturing facility without pay and from these 16 have since been reinstated as of June 30, 2024. The Company has not incurred, and does not expect to incur, material costs in connection with the RIF and furloughs. The Company is also currently working with certain of its vendors to extend or restructure the payment terms of certain of its accounts payable. The Company currently intends to reinstate all furloughed employees when the Company’s financial and operational position permits. However, there can be no assurance that such furloughed employees will be available and willing to return to work. Aero Drone Design and Manufacturing Operations Management’s plan also included a decision to cease the production operations of our drone design and manufacturing business and transition exclusively to operating as a Drones as a Service business, as previously disclosed in the Form 10-K. On June 6, 2024, the Company completed the previously disclosed divestiture of its Aero business (the “Aero Divestiture”) to a third party. The Company expects the Aero Divestiture to provide monthly cost savings of approximately $0.4 million and enhance its ability to concentrate on its commercial electric vehicle truck business. Under the agreement’s earn-out provisions, the Company will receive a portion of the proceeds if the Aero business realizes positive net cash flow but these contingencies are indeterminable at this time. The loss on the Aero Divestiture was $0.7 million of which $0.4 million was included in the Selling, general and administrative expenses and $0.3 million in cost of sales in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2024. Basis of Presentation and Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts and operations of the Company and those of our wholly-owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. All intercompany balances and transactions have been eliminated upon consolidation. In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited consolidated financial statements and include all adjustments necessary for the fair presentation of Workhorse’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our 2023 Annual Report on Form 10-K. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. |
INVENTORY, NET
INVENTORY, NET | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | INVENTORY, NET Inventory, net consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 47,908,458 $ 32,682,324 Work in process 2,871,872 2,892,329 Finished goods 8,189,889 18,309,829 58,970,219 53,884,482 Less: inventory reserves (12,466,834) (8,476,290) Inventory, net $ 46,503,385 $ 45,408,192 We reserve inventory for any excess or obsolete inventories or when we believe the net realizable value of inventories is less than the carrying value. |
CONTRACT MANUFACTURING SERVICES
CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS | CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS We have a minority ownership investment in Tropos Technologies, Inc. (“Tropos”). The investment was acquired during the third quarter of 2022 in exchange for a cash payment of $5.0 million and a $5.0 million contribution of non-cash consideration representing a deposit from Tropos for future assembly services under an Assembly Services Agreement. The $5.0 million non-cash consideration was recorded as deferred revenue and is recognized as revenue over time as assembly service performance obligations are satisfied. We recorded our investment at cost less impairment, if applicable. In accordance with FASB ASC Topic 321, Investments - Equity Securities, we assessed our investment for impairment at each reporting period to determine if the fair value declined below its cost basis and if the impairment is other-than-temporary. During the third quarter of 2023, we determined that our investment in Tropos was impaired based on the economic conditions and uncertainties that have significantly affected Tropos’ performance and financial position. The impairment is considered other-than-temporary as the decline in fair value of the investment is not expected to recover in the foreseeable future. The impairment loss recognized for our investment was $10.0 million, which represents the difference between the original cost of the investment and its fair value as of the impairment assessment date. The impairment loss was recognized in Other (loss) income in the Consolidated Statements of Operations for the year ended December 31, 2023. The impairment of our investment did not release the Company from its obligation to perform assembly services under the Assembly Services Agreement and, accordingly, the Company continues to perform assembly services and carry the balance of deferred revenue on its Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, deferred revenue related to the Assembly Services Agreement was $4.7 million. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: June 30, 2024 December 31, 2023 Prepaid purchases (1) $ 6,821,103 $ 7,908,087 Less: prepaid purchases reserve (2) (1,943,969) (1,999,068) Prepaid purchases, net 4,877,134 5,909,019 Prepaid insurance 464,042 1,283,146 Other 1,561,194 908,997 Prepaid expenses and other current assets $ 6,902,370 $ 8,101,162 (1) Our prepaid purchases consist of deposits made to our suppliers for non-recurring production parts and engineering costs. As of June 30, 2024 and December 31, 2023, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 vehicles. The decrease in prepaid purchases as of June 30, 2024 as compared to December 31, 2023 is primarily due to receipts of direct materials associated with our W4 CC and W750 vehicles. (2) |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table provides a summary of sales activity for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Sales, net of returns and allowances $ 189,070 $ 3,367,666 $ 757,366 $ 4,948,966 Other sales 653,370 598,797 1,424,369 710,912 Total sales, net of returns and allowances $ 842,440 $ 3,966,463 $ 2,181,735 $ 5,659,878 Sales, net of returns and allowances, for the three and six months ended June 30, 2024 consisted primarily of vehicle sales. Other sales for the three and six months ended June 30, 2024 consisted of non-warranty after-sales vehicle services, parts and accessories and revenue generated from operating our Stables by Workhorse route, Drones as a Service prior to the Aero Divestiture, and other service revenue. Deferred revenue, current was $7.0 million and $4.7 million as of June 30, 2024 and December 31, 2023, respectively, consisting of |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following: June 30, 2024 December 31, 2023 Compensation and related costs $ 3,028,702 $ 2,083,808 Other 3,306,569 2,778,932 Total accrued and other current liabilities $ 6,335,271 $ 4,862,740 Warranties Warranty liability activity consisted of the following for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Warranty liability, beginning of period $ 599,227 $ 2,066,588 $ 1,902,647 $ 2,207,674 Warranty costs incurred (43,099) (307,500) (128,293) (595,313) Provision for warranty (1) 86,198 163,492 (1,132,028) 310,219 Warranty liability, end of period $ 642,326 $ 1,922,580 $ 642,326 $ 1,922,580 ( 1) |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A reconciliation of the fair value of the convertible notes is as follows: June 30, 2024 Fair value of convertible notes, beginning of period $ 20,180,100 Fair value of convertible notes issued during period 30,756,875 Payments on convertible notes (20,180,100) Change in fair value of convertible notes (1) (2,208,921) Fair value of convertible notes exchanged for common stock (18,898,924) Fair value of convertible notes, end of period $ 9,649,030 ( 1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net Senior Secured Convertible Notes 2024 Securities Purchase Agreement On March 15, 2024, we entered into the 2024 Securities Purchase Agreement with the Investor under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) 2024 Notes for up to an aggregate principal amount of $139.0 million that will be convertible into shares of the Company’s Common Stock and (ii) 2024 Warrants to purchase shares of Common Stock. During the three months ended June 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $13.3 million and (ii) 2024 Warrants to purchase up to 3.9 million shares of Common Stock. As of June 30, 2024, the Company had issued and sold to the Investor (i) 2024 Notes in aggregate original principal amount of $22.3 million and (ii) 2024 Warrants to purchase up to 5.5 million shares of Common Stock pursuant to the 2024 Securities Purchase Agreement (following adjustment in connection with the Company’s Reverse Split). As of June 30, 2024, $7.8 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. No 2024 Note may be converted and no 2024 Warrant may be exercised to the extent that such conversion or exercise would cause the then holder of such 2024 Note or 2024 Warrant to become the beneficial owner of more than 4.99%, or, at the option of such holder, 9.99% of the Company’s then outstanding Common Stock, after giving effect to such conversion or exercise. Issuances of Common Stock under the 2024 Notes and the 2024 Warrants were also subject to the Exchange Cap (as defined in the 2024 Notes and the 2024 Warrants) until approved by the Company’s stockholders. On May 14, 2024, the Company’s stockholders approved issuances of Common Stock under the 2024 Notes and the 2024 Warrants in excess of the Exchange Cap. 2024 Notes The 2024 Notes are issued with original issue discount of 12.5%, resulting in $22.3 million aggregate proceeds and a net proceeds of $19.5 million across 2024 Notes issued as of June 30, 2024, and are or will be senior, secured obligations of the Company, ranking senior to all other unsecured indebtedness, subject to certain limitations and are unconditionally guaranteed by each of the Company’s subsidiaries, pursuant to the terms of a certain security agreement and subsidiary guarantee. The 2024 Notes are issued pursuant to the Company’s Indenture (the “Base Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and supplemental indentures thereto. Each 2024 Note bears interest at a rate of 9.0% per annum, payable in arrears on the first trading day of each calendar quarter, at the Company’s option, either in cash or in-kind by compounding and becoming additional principal. Upon the occurrence and during the continuance of an event of default, the interest rate will increase to 18.0% per annum. Unless earlier converted or redeemed, each 2024 Note will mature on the one-year anniversary of the date hereof, subject to extension at the option of the holders in certain circumstances as provided therein. All amounts due under any 2024 Note are convertible at any time, in whole or in part, at the option of the holders into shares of Common Stock at a conversion price equal to the applicable Reference Price set forth in such 2024 Note or (b) the greater of (x) the applicable Floor Price set forth in such 2024 Note and (y) 87.5% of the volume weighted average price of the Common Stock during the ten trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by the converting holder. The Reference Price and Floor Price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Reference Price is also subject to full-ratchet adjustment in connection with a subsequent offering at a per share price less than the Reference Price then in effect. Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the Investor, to lower the reference price to any amount and for any period of time deemed appropriate by our board of directors. Upon the satisfaction of certain conditions, we may prepay any 2024 Note upon 15 business days’ written notice by paying an amount equal to the greater of (i) the face value of the 2024 Notes at premium of 25% (or 75% premium, during the occurrence and continuance of an event of default, or in the event certain redemption conditions are not satisfied) and (ii) the equity value of the shares of Common Stock underlying the 2024 Notes. The equity value of our Common Stock underlying the 2024 Notes is calculated using the two greatest volume weighted average prices of our Common Stock during the period immediately preceding the date of such redemption and ending on the date we make the required payment. The 2024 Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. It also requires the Company to maintain minimum liquidity on the last day of each fiscal quarter in the amount of either (i) $1.5 million if the sale leaseback transaction of Company’s manufacturing facility in Union City, Indiana (the “Sale Leaseback”) has not been consummated and (ii) $4.0 if the Sale Leaseback has been consummated, subject to certain conditions. The 2024 Notes also contain customary events of default. Under certain circumstances, including a change of control, the holder may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on any 2024 Note in cash at the greater of (i) the face value of the amount of 2024 Note to be redeemed at a 25% premium (or at a 75% premium, if certain redemption conditions are not satisfied or during the occurrence and continuance of an event of default), (ii) the equity value of our Common Stock underlying such amount of 2024 Note to be redeemed and (iii) the equity value of the change of control consideration payable to the holder of our Common Stock underlying such 2024 Note. In addition, during an event of default, the holder may require us to redeem in cash all, or any portion, of any outstanding 2024 Note at the greater of (i) the face value of our Common Stock underlying such 2024 Note at a 75% premium and (ii) the equity value of our Common Stock underlying such 2024 Note. In addition, during a bankruptcy event of default, we shall immediately redeem in cash all amounts due under the 2024 Notes at a 75% premium unless the holder of such 2024 Note waives such right to receive payment. Further, upon the sale of certain assets, the holder may cause a redemption at a premium, including upon consummation of the Sale Leaseback if the redemption conditions are not satisfied. The 2024 Notes also provide for purchase and participation rights in the event of a dividend or other purchase right being granted to the holders of Common Stock. As of June 30, 2024, the contractual principal balance of the 2024 Notes was $7.8 million and the fair value was $9.6 million. During the three months ended June 30, 2024, the Investor converted $14.4 million of principal into Common Stock and we recorded a $3.6 million fair value adjustment in Interest income (expense), net in the Condensed Consolidated Statements of Operations related to the 2024 Notes. No fair value adjustments related to the 2024 Notes attributable to changes in credit risk were recorded during the three and six months ended June 30, 2024. Going forward, any future fair value adjustments attributable to changes in credit risk will be recorded in Other comprehensive loss. The estimated fair value of the 2024 Notes as of each respective issuance date totaled was $30.8 million. The fair value was computed using a Monte Carlo Simulation Model which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 fair value measurement. The unobservable inputs utilized for measuring the fair value of the 2024 Notes reflect our assumptions about the assumptions that market participants would use in valuing the 2024 Notes as of the issuance date and subsequent reporting period. We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Issuance Date March 15, 2024 Maturity Date March 15, 2025 Principal Balance as of the Valuation Date $ 9,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.78 % Volatility (Annual) 85.00 % Issuance Date May 10, 2024 Maturity Date May 10, 2025 Principal Balance as of the Valuation Date $ 6,285,714 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.59 % Volatility (Annual) 95.00 % Issuance Date May 29, 2024 Maturity Date May 29, 2025 Principal Balance as of the Valuation Date $ 7,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.60 % Volatility (Annual) 90.00 % As of June 30, 2024, the Company was in compliance with the debt terms and associated covenants under the 2024 Notes. As of August 19, 2024, $7.5 million in aggregate principal amount remained outstanding under the 2024 Notes. Warrants Exercisable During the three and six months ended June 30, 2024, the Company issued 2024 Warrants to purchase 5.5 million shares of Common Stock at an exercise price ranging from $5.89 to $7.00 per share (following adjustment in connection with the Company’s Reverse Split). As of June 30, 2024, no shares have been issued pursuant to the 2024 Warrants. The fair value of the components of the 2024 Securities Purchase Agreement was allocated between the 2024 Notes and the 2024 Warrants. As of June 30, 2024, the fair value of the 2024 Warrants in total was $4.6 million. During the six months ended June 30, 2024, we recorded a $4.4 million fair value adjustment in the Condensed Consolidated Statements of Operations related to the 2024 Notes. The fair value of the 2024 Warrants was measured using the Black Scholes model approach. Significant inputs to the model at each respective issuance date and June 30, 2024 are as follows: Valuation Assumptions June 30, 2024 Initial Recognition on March 15, 2024 Fair Value $ 1,266,294 $ 4,749,754 Stock Price $ 1.57 $ 5.32 Strike Price $ 7.0000 $ 7.0000 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.2% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 10, 2024 Fair Value $ 1,564,661 $ 3,706,121 Stock Price $ 1.57 $ 3.60 Strike Price $ 5.8860 $ 5.8860 Volatility (annual) 65.0% 50.0% Risk-Free Rate 4.3% 4.4% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 29, 2024 Fair Value $ 1,749,487 $ 4,099,389 Stock Price $ 1.57 $ 3.80 Strike Price $ 5.8880 $ 5.8880 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.5% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Green Senior Convertible Notes Due 2026 On December 12, 2023, the Company entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) under which the Company issued, pursuant to the Base Indenture and a First Supplemental Indenture between the Company and the Trustee, $20.0 million principal amount of green senior convertible notes (the “2026 Notes”) due October 1, 2026. The 2026 Notes were a senior secured obligation of the Company and ranked senior to all unsecured debt of the Company. The 2026 Notes were guaranteed by all the Company’s current subsidiaries and were secured by substantially all the assets of the Company and its subsidiaries. The 2026 Notes were issued with an original issue discount of 12.5%. The Company paid fees in connection with the issuance of the 2026 Notes of $0.6 million, resulting in net proceeds of $16.9 million. We have elected to account for the 2026 Notes using the fair value option under GAAP. All direct costs related to the issuance of our convertible notes were recognized in Interest income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2023. During the first quarter of 2024, the Company repaid the 2026 Notes in full. As of June 30, 2024 the contractual principal balance of the 2026 Notes was zero. During the six months ended June 30, 2024, we recorded no fair value adjustment in Other comprehensive loss related to the 2026 Notes. No fair value adjustments related to the 2026 Notes attributable to changes in credit risk were recorded during the six months ended June 30, 2024. Warrants Under the 2023 Securities Purchase Agreement On December 12, 2023, as part of the 2023 Securities Purchase Agreement, the Company issued warrants (the “2023 Warrants”) to purchase 25.6 million shares of Common Stock at an exercise price of $8.984 per share. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
LEASES | LEASES We have entered into various operating and finance lease agreements for offices, manufacturing and warehouse facilities. We determine if an arrangement is a lease, or contains a lease provision, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for our use by the lessor. We have elected not to record in the Condensed Consolidated Balance Sheets leases with a lease term of 12 months or less at lease inception that do not contain a purchase option or renewal term provision we are reasonably certain to exercise. All other lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases may include options to extend the lease term for up to 5 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the purpose of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement of one of our operating leases, resulting in savings of approximately $52,000 per month as reimbursed by buyer. Three Months Ended Six Months Ended 2024 2023 2024 2023 Short-term lease expense $ 58,353 $ 68,368 $ 137,430 $ 126,675 Operating lease expense 800,893 568,157 1,358,498 1,140,497 Total lease expense $ 859,246 $ 636,525 $ 1,495,928 $ 1,267,172 During the three months ended June 30, 2024, in connection with Aero Divestiture, the Company is reimbursed for its premises by Aero Velocity (buyer of Aero) and received income of $41,847 prorated for the month of June 2024. This amount is expected to be $52,309 per month subsequently. For the next 5 years the Company expects to receive $355,700 for the second half of 2024 $637,301 in 2025, $654,087 in 2026, $671,460 in 2027, $689,442 in 2028 and $708,052 thereafter. Lease right-of-use assets consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 3,706,761 $ 4,174,800 Finance leases 5,520,803 5,621,181 Total lease right-of-use assets $ 9,227,564 $ 9,795,981 Lease liabilities consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 5,822,588 $ 6,292,954 Finance leases 2,253,866 2,548,184 Total lease liabilities 8,076,454 8,841,138 Less: current portion (3,028,889) (3,560,612) Long-term portion $ 5,047,565 $ 5,280,526 |
LEASES | LEASES We have entered into various operating and finance lease agreements for offices, manufacturing and warehouse facilities. We determine if an arrangement is a lease, or contains a lease provision, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for our use by the lessor. We have elected not to record in the Condensed Consolidated Balance Sheets leases with a lease term of 12 months or less at lease inception that do not contain a purchase option or renewal term provision we are reasonably certain to exercise. All other lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases may include options to extend the lease term for up to 5 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the purpose of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement of one of our operating leases, resulting in savings of approximately $52,000 per month as reimbursed by buyer. Three Months Ended Six Months Ended 2024 2023 2024 2023 Short-term lease expense $ 58,353 $ 68,368 $ 137,430 $ 126,675 Operating lease expense 800,893 568,157 1,358,498 1,140,497 Total lease expense $ 859,246 $ 636,525 $ 1,495,928 $ 1,267,172 During the three months ended June 30, 2024, in connection with Aero Divestiture, the Company is reimbursed for its premises by Aero Velocity (buyer of Aero) and received income of $41,847 prorated for the month of June 2024. This amount is expected to be $52,309 per month subsequently. For the next 5 years the Company expects to receive $355,700 for the second half of 2024 $637,301 in 2025, $654,087 in 2026, $671,460 in 2027, $689,442 in 2028 and $708,052 thereafter. Lease right-of-use assets consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 3,706,761 $ 4,174,800 Finance leases 5,520,803 5,621,181 Total lease right-of-use assets $ 9,227,564 $ 9,795,981 Lease liabilities consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 5,822,588 $ 6,292,954 Finance leases 2,253,866 2,548,184 Total lease liabilities 8,076,454 8,841,138 Less: current portion (3,028,889) (3,560,612) Long-term portion $ 5,047,565 $ 5,280,526 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We estimate the fair value of the 2024 Notes, 2024 Warrants, 2026 Notes and 2023 Warrants using commonly accepted valuation methodologies upon issuance and at each reporting date. Considerable judgment was required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value model included estimates of the redemption dates, credit spreads and the market price and volatility of the Company’s Common Stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table presents the estimated fair values: June 30, 2024 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 4,580,442 $ — $ — $ 4,580,442 $ 5,605,325 $ — $ — $ 5,605,325 Convertible notes $ 9,649,030 $ — $ — $ 9,649,030 $ 20,180,100 $ — $ — $ 20,180,100 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION We maintain, as approved by the board of directors and the stockholders, the 2017 Incentive Stock Plan, the 2019 Incentive Stock Plan, and 2023 Long-Term Incentive Plan (collectively, the “Plans”) providing for the issuance of stock-based awards to employees, officers, directors or consultants of the Company. Non-qualified stock options may only be granted with an exercise price equal to the market value of our Common Stock on the grant date. Shares reserved for stock awards under the plans total 17.5 million. Total shares remaining available for stock incentive grants under the Plans totaled approximately 3.1 million as of June 30, 2024. We have granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”) under the Plans. On June 17, 2024, the Company effected the Reverse Split. The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. The number of shares of Common Stock available for issuance under the Company’s equity incentive plans was not affected. Stock-based compensation expense The following table summarizes stock-based compensation expense for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options $ 242,243 $ 242,571 $ 484,468 $ 483,109 Restricted stock awards 1,887,501 2,505,234 3,874,151 4,567,072 Restricted stock units (82,221) — 139,675 — Performance-based restricted stock awards 848,689 1,029,291 1,768,122 1,751,304 Total stock-based compensation expense $ 2,896,212 $ 3,777,096 $ 6,266,416 $ 6,801,485 Stock options A summary of stock option activity for the six months ended June 30, 2024 is as follows: Number of Options Weighted Weighted Balance, December 31, 2023 14,822 $ 205.4 7.5 Exercised — — — Balance, June 30, 2024 14,822 $ 205.4 7.5 Number of options exercisable at June 30, 2024 12,352 $ 205.4 7.5 As of June 30, 2024, unrecognized compensation expense was $0.2 million for unvested options which is expected to be recognized over the next 0.2 years. Restricted stock awards A summary of restricted stock award activity for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 256,416 $ 52.3 Granted — — Vested (96,976) 59.1 Forfeited (9,177) 50.0 Balance, June 30, 2024 150,263 $ 48.0 As of June 30, 2024, unrecognized compensation expense was $4.8 million for unvested restricted stock awards which is expected to be recognized over the next 0.3 years. Restricted stock units A summary of restricted stock unit activity for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 — $ — Granted 759,120 6.34 Vested — — Forfeited (9,484) — Balance, June 30, 2024 749,636 $ 6.34 As of June 30, 2024, unrecognized compensation expense was $1.2 million for unvested restricted stock units which is expected to be recognized over the next 2.21 years. Performance share units As of June 30, 2024, the number of unvested PSUs was 0.7 million. The vesting of PSUs is conditioned upon achievement of certain performance objectives over a performance period ending December 31, 2024, 2025 and 2026 as defined in each award agreement. For the PSUs issued in 2022 and 2023 with a performance period ending December 31, 2024 and 2025, fifty percent of the PSUs vest based upon the Company’s total shareholder return as compared to a group of peer companies (“TSR PSUs”), and fifty percent of the PSUs vest based upon our performance on certain measures including a cumulative adjusted EBITDA target (“EBITDA PSUs”). For the PSUs issued in 2024 with a performance period ending December 31, 2026, one hundred percent of the PSUs vest based upon our performance on a cumulative revenue target (“Revenue PSUs”). Depending on the actual achievement on the performance objectives, the grantee may earn between 0% and 200% of the target PSUs. A summary of the activity for PSU awards with total shareholder return performance objectives for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 83,598 $ 88.00 Granted — — Forfeited (1,369) 37.60 Balance, June 30, 2024 82,229 $ 88.93 As of June 30, 2024, unrecognized compensation expense was $2.3 million, performance measures are expected to be met and vest and be recognized over the next 0.3 years. A summary of the PSU awards with cumulative adjusted EBITDA targets for the three months ended June 30, 2024 is as follows: Number of Unvested Shares Balance, December 31, 2023 68,288 Granted — Forfeited (1,369) Balance, June 30, 2024 66,919 The fair value of PSUs is calculated based on the stock price on the date of grant. The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of EBITDA-based performance conditions. Future stock-based compensation expense for unvested EBITDA PSUs will be based on the fair value of the awards as of the grant date. During the quarter ended June 30, 2024, we recorded an expense of $0.1 million related to unvested 2022 issued EBITDA PSUs. This expense reflects the fair value of the EBITDA PSUs that is expected to vest based on the achievement of the established performance targets. The future stock-based compensation expense for the 2023 issued unvested revenue PSUs will be based on the fair value of the awards as of the grant date which has not yet occurred, as the cumulative adjusted EBITDA target condition is not yet defined. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS ’ EQUITY Common Stock We have one class of Common Stock, par value $0.001 per share. Each share of our Common Stock is entitled to one vote on all matters submitted to stockholders. The Company effected the Reverse Stock Split of the Company’s then issued and outstanding shares of Common Stock. The Reverse Stock Split did not affect the number of authorized shares of Common Stock for issuance, and, as of June 30, 2024, our authorized shares of Common Stock for issuance was 450.0 million with a par value $0.001 per share. At-The-Market Sales Agreement On March 10, 2022, we established an at-the-market equity program (the “ATM Program”). Under the ATM Program, we may offer and sell shares of our Common Stock having an aggregate sales price of up to $175.0 million . During the three months ended June 30, 2024 no shares were issued under the ATM Program and for the six months ended June 30, 2024, we issued 0.5 million shares under the ATM Program for net proceeds of $2.7 million. The remaining aggregate sales available under the ATM Program is $95.6 million as of June 30, 2024. Certain of our other existing financing arrangements place certain conditions and restrictions on the use of our ATM Program. Equity Line of Credit On December 12, 2023, the Company entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to the Purchaser up to $50.0 million of shares of Common Stock over the 24-month term of the ELOC Purchase Agreement. In connection with the ELOC Purchase Agreement, the Company paid a non-cash commitment fee to the Purchaser in the amount of 188,755 shares of Common Stock of the Company (valued at $1.5 million). The Company reflected the commitment fee as an expense in Interest expense in the consolidated statements of operations based on the fair value on the issuance date. Under applicable rules of the Nasdaq Capital Market, the Company cannot issue or sell more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase Agreement to the Purchaser under the ELOC Purchase Agreement without stockholder approval. During the three and six months ended June 30, 2024, the Company sold 600,000 shares of common stock at prices ranging between $4.42 and $6.86 pursuant to the ELOC Purchase Agreement and received proceeds of $3.1 million. This activity occurred in the quarter ended March 31, 2024. The Company’s other financing arrangements substantially limit our ability to use the ELOC Purchase Agreement in the future. The Company evaluated the contract that includes the right to require the Purchaser to purchase shares of common stock in the future (“purchased put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting as a derivative asset. The Company has analyzed the terms of the freestanding purchased put right and has concluded that it had insignificant value as of June 30, 2024. Preferred Stock Workhorse has authorized 75.0 million shares of Series A Preferred Stock, par value $0.001 per share. Our certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualification, limitations and restrictions thereof, applicable to the shares of preferred stock. As of June 30, 2024, there were no shares of Series A Preferred Stock issued and outstanding. Warrants In connection with the issuance of debt and Common Stock, we issued equity-classified warrants to purchase shares of our Common Stock. As of June 30, 2024 there were approximately 5.5 million warrants outstanding under our 2024 Warrants. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As of June 30, 2024 and December 31, 2023, our deferred tax liability was zero . Cumulative deferred tax assets are fully reserved as there is not sufficient evidence to conclude it is more likely than not the deferred tax assets are realizable. No current liability for federal or state income taxes has been included in these Condensed Consolidated Financial Statements due to the loss for the periods. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Basic loss per share of Common Stock is calculated by dividing net loss by the weighted-average shares outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of Common Stock underlying outstanding stock-based awards and warrants using the treasury stock method, and convertible notes using the if-converted method, are included when calculating the diluted net loss per share of Common Stock when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock, because their effect was anti-dilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock-based awards and warrants* 1,115,820 509,958 1,115,820 509,958 Convertible notes 2,880,887 — 2,880,887 — * Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split effective on June 17, 2024. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards and Pronouncements Recently Adopted There are no accounting standards or pronouncements recently adopted impacting the Company. Accounting Standards and Pronouncements Not Yet Adopted ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07 related to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES General Matters The Company is party to various negotiations and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity. Legal Proceedings CSI Litigation On April 19, 2024, Coulomb Solutions Inc. (“CSI”), a supplier to the Company of certain of the batteries used in its trucks, filed a complaint against the Company in United States District Court for the Eastern District of Michigan (Case No. 2:24-cv-11048). In its complaint, CSI asserts two claims – a breach of contract claim and an alternative unjust enrichment claim – that are both based upon Workhorse’s alleged failure to pay amounts due under several invoices. CSI seeks to recover damages in excess of $4 million, including alleged past due amounts, interest, and collection costs. Workhorse filed its answer to the complaint on June 4, 2024. The parties are currently conducting discovery. The Company is also currently in negotiations with CSI to resolve this matter and has accrued for these appropriate amounts as of June 30, 2024. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated subsequent events for potential recognition and disclosures through the date the accompanying condensed consolidated financial statements were filed. 2024 Securities Purchase Agreement Pursuant to the 2024 Securities Purchase Agreement, on July 18, 2024, the Company issued and sold to the Investor a (i) 2024 Note in the original principal amount of $4,000,000 and (ii) 2024 Warrant to purchase up to 2,715,777 shares of Common Stock. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION During the six months ended June 30, 2024 , the Company repaid a portion of the convertible note with a principal amount of $14.4 million through the issuance of 4.9 million shares of common stock. This transaction involved converting the debt into equity, which does not involve a cash outflow. However, this conversion resulted in an increase in shareholders' equity and a reduction in long-term debt, which is reflected in the equity and liabilities sections of the Condensed Consolidated Balance Sheets. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (26,319,999) | $ (23,017,676) | $ (55,475,786) | $ (48,016,713) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | Overview Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us”, or “our”) is an American technology company with a vision to pioneer the transition to zero-emission commercial vehicles. We design, develop, manufacture and sell fully electric ground vehicles. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts and operations of the Company and those of our wholly-owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. All intercompany balances and transactions have been eliminated upon consolidation. |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these Condensed Consolidated Financial Statements are issued and will be able to realize assets and discharge its liabilities and commitments in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. We had sales of $2.2 million, incurred a net loss of $55.5 million and used $30.1 million of cash in operating activities during the six months ended June 30, 2024. As of June 30, 2024, the Company had $5.3 million of cash and cash equivalents, accounts receivable of $0.8 million, inventory, net of $46.5 million and accounts payable of $10.5 million. As of June 30, 2024, the Company had working capital of $17.8 million and an accumulated deficit of $807.0 million. As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our vehicles to market and lower than expected market demand, substantial doubt exists regarding our ability to continue as a going concern within one year after the issuance date of the accompanying Condensed Consolidated Financial Statements. Our ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and working capital, which includes, but is not limited to: • Generating revenue by increasing sales of our vehicles and other services. • Reducing expenses and limiting non-contracted capital expenditures. • Raising capital to fund operations through the issuance of debt or equity securities, including through our 2024 Securities Purchase Agreement (as defined below) and our At-the-Market Sales Agreement (“ATM Agreement”), the sale of assets, or other strategic transactions. It is essential that we have access to capital as we bring our existing line of vehicles to market, scale up production and sales of such vehicles and continue to develop additional variations of our existing vehicles and our next generation of vehicles. There is no assurance that we will be successful in implementing management’s plans to generate liquidity to fund these activities or other aspects of our short and long-term strategy, that our projections of our future capital needs will prove accurate or that any additional funding would be available or sufficient to continue operations in future periods. To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will be dependent on effectively raising capital through private or public placement of our equity, debt and equity-linked securities, including the continued access to the additional closings of, as of August 19, 2024, up to $112.7 million in aggregate principal amount of additional 2024 Notes (as defined below) and, if our share price makes such exercise feasible, the possible receipt of proceeds from the exercise of the corresponding 2024 Warrants (as defined below) pursuant to the 2024 Securities Purchase Agreement (as defined below), and the continued use of the ATM Agreement (as defined below), for which there can be no assurance we will be successful in such efforts. We will also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our vehicle programs and satisfy our obligations as they become due, will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to obtain additional financing will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the financing needed to achieve our goals on acceptable terms or at all. Additionally, any equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. The Company’s current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these Condensed Consolidated Financial Statements. Our ability to obtain additional financing is extremely limited under current market conditions including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities and our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market. If we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any. Due to these uncertainties described and continued delays in the adoption of commercial electric vehicles, the Company identified a triggering event under ASC 360-35-21 that required further analysis and concluded that no impairment was required. |
Reverse Stock Split | Reverse Stock Split In order to regain compliance with the Listing Requirements of Nasdaq, on June 17, 2024, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s then issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). The authorized number of shares of Common Stock was not affected by the Reverse Split. The Company adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the Reverse Split. Prior periods presented have also been adjusted to reflect this change. On July 3, 2024, Nasdaq confirmed that we were in compliance with the Minimum Bid Requirement. |
Consolidation | In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited consolidated financial statements and include all adjustments necessary for the fair presentation of Workhorse’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our 2023 Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. |
Revenue Recognition | Deferred revenue, current was $7.0 million and $4.7 million as of June 30, 2024 and December 31, 2023, respectively, consisting of |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards and Pronouncements Recently Adopted There are no accounting standards or pronouncements recently adopted impacting the Company. Accounting Standards and Pronouncements Not Yet Adopted ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07 related to disclosures about a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. ASU 2023-09, Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. We are assessing the effect on our annual consolidated financial statement disclosures; however, adoption will not impact our consolidated balance sheets or statements of operations. All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements or financial statement disclosures. |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Inventory, net consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 47,908,458 $ 32,682,324 Work in process 2,871,872 2,892,329 Finished goods 8,189,889 18,309,829 58,970,219 53,884,482 Less: inventory reserves (12,466,834) (8,476,290) Inventory, net $ 46,503,385 $ 45,408,192 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following: June 30, 2024 December 31, 2023 Prepaid purchases (1) $ 6,821,103 $ 7,908,087 Less: prepaid purchases reserve (2) (1,943,969) (1,999,068) Prepaid purchases, net 4,877,134 5,909,019 Prepaid insurance 464,042 1,283,146 Other 1,561,194 908,997 Prepaid expenses and other current assets $ 6,902,370 $ 8,101,162 (1) Our prepaid purchases consist of deposits made to our suppliers for non-recurring production parts and engineering costs. As of June 30, 2024 and December 31, 2023, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 vehicles. The decrease in prepaid purchases as of June 30, 2024 as compared to December 31, 2023 is primarily due to receipts of direct materials associated with our W4 CC and W750 vehicles. (2) |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Sales Activity | The following table provides a summary of sales activity for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Sales, net of returns and allowances $ 189,070 $ 3,367,666 $ 757,366 $ 4,948,966 Other sales 653,370 598,797 1,424,369 710,912 Total sales, net of returns and allowances $ 842,440 $ 3,966,463 $ 2,181,735 $ 5,659,878 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES - (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current liabilities | Accrued and other current liabilities consisted of the following: June 30, 2024 December 31, 2023 Compensation and related costs $ 3,028,702 $ 2,083,808 Other 3,306,569 2,778,932 Total accrued and other current liabilities $ 6,335,271 $ 4,862,740 |
Schedule of Warranty Liability Activity | Warranty liability activity consisted of the following for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Warranty liability, beginning of period $ 599,227 $ 2,066,588 $ 1,902,647 $ 2,207,674 Warranty costs incurred (43,099) (307,500) (128,293) (595,313) Provision for warranty (1) 86,198 163,492 (1,132,028) 310,219 Warranty liability, end of period $ 642,326 $ 1,922,580 $ 642,326 $ 1,922,580 ( 1) |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value, Liabilities Measured on a Recurring Basis | A reconciliation of the fair value of the convertible notes is as follows: June 30, 2024 Fair value of convertible notes, beginning of period $ 20,180,100 Fair value of convertible notes issued during period 30,756,875 Payments on convertible notes (20,180,100) Change in fair value of convertible notes (1) (2,208,921) Fair value of convertible notes exchanged for common stock (18,898,924) Fair value of convertible notes, end of period $ 9,649,030 ( 1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net |
Schedule of Fair Value Measurement Inputs | We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Issuance Date March 15, 2024 Maturity Date March 15, 2025 Principal Balance as of the Valuation Date $ 9,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.78 % Volatility (Annual) 85.00 % Issuance Date May 10, 2024 Maturity Date May 10, 2025 Principal Balance as of the Valuation Date $ 6,285,714 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.59 % Volatility (Annual) 95.00 % Issuance Date May 29, 2024 Maturity Date May 29, 2025 Principal Balance as of the Valuation Date $ 7,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.60 % Volatility (Annual) 90.00 % Valuation Assumptions June 30, 2024 Initial Recognition on March 15, 2024 Fair Value $ 1,266,294 $ 4,749,754 Stock Price $ 1.57 $ 5.32 Strike Price $ 7.0000 $ 7.0000 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.2% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 10, 2024 Fair Value $ 1,564,661 $ 3,706,121 Stock Price $ 1.57 $ 3.60 Strike Price $ 5.8860 $ 5.8860 Volatility (annual) 65.0% 50.0% Risk-Free Rate 4.3% 4.4% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 29, 2024 Fair Value $ 1,749,487 $ 4,099,389 Stock Price $ 1.57 $ 3.80 Strike Price $ 5.8880 $ 5.8880 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.5% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease, Cost | Lease expense for operating leases is recognized on a straight-line basis over the lease term as either cost of sales or operating expenses depending on the nature of the leased asset. In connection with the Aero Divestiture, we entered into an agreement of one of our operating leases, resulting in savings of approximately $52,000 per month as reimbursed by buyer. Three Months Ended Six Months Ended 2024 2023 2024 2023 Short-term lease expense $ 58,353 $ 68,368 $ 137,430 $ 126,675 Operating lease expense 800,893 568,157 1,358,498 1,140,497 Total lease expense $ 859,246 $ 636,525 $ 1,495,928 $ 1,267,172 Lease right-of-use assets consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 3,706,761 $ 4,174,800 Finance leases 5,520,803 5,621,181 Total lease right-of-use assets $ 9,227,564 $ 9,795,981 |
Schedule of Lease Liabilities | Lease liabilities consisted of the following: June 30, 2024 December 31, 2023 Operating leases $ 5,822,588 $ 6,292,954 Finance leases 2,253,866 2,548,184 Total lease liabilities 8,076,454 8,841,138 Less: current portion (3,028,889) (3,560,612) Long-term portion $ 5,047,565 $ 5,280,526 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table presents the estimated fair values: June 30, 2024 December 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Warrant liability $ 4,580,442 $ — $ — $ 4,580,442 $ 5,605,325 $ — $ — $ 5,605,325 Convertible notes $ 9,649,030 $ — $ — $ 9,649,030 $ 20,180,100 $ — $ — $ 20,180,100 |
STOCK-BASED COMPENSATION - (Tab
STOCK-BASED COMPENSATION - (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Activity | The following table summarizes stock-based compensation expense for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options $ 242,243 $ 242,571 $ 484,468 $ 483,109 Restricted stock awards 1,887,501 2,505,234 3,874,151 4,567,072 Restricted stock units (82,221) — 139,675 — Performance-based restricted stock awards 848,689 1,029,291 1,768,122 1,751,304 Total stock-based compensation expense $ 2,896,212 $ 3,777,096 $ 6,266,416 $ 6,801,485 |
Schedule of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2024 is as follows: Number of Options Weighted Weighted Balance, December 31, 2023 14,822 $ 205.4 7.5 Exercised — — — Balance, June 30, 2024 14,822 $ 205.4 7.5 Number of options exercisable at June 30, 2024 12,352 $ 205.4 7.5 |
Schedule of Restricted Stock Activity , Restricted stock units | A summary of restricted stock award activity for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 256,416 $ 52.3 Granted — — Vested (96,976) 59.1 Forfeited (9,177) 50.0 Balance, June 30, 2024 150,263 $ 48.0 A summary of restricted stock unit activity for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 — $ — Granted 759,120 6.34 Vested — — Forfeited (9,484) — Balance, June 30, 2024 749,636 $ 6.34 |
Schedule of Nonvested Performance-Based Units Activity | A summary of the activity for PSU awards with total shareholder return performance objectives for the six months ended June 30, 2024 is as follows: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2023 83,598 $ 88.00 Granted — — Forfeited (1,369) 37.60 Balance, June 30, 2024 82,229 $ 88.93 A summary of the PSU awards with cumulative adjusted EBITDA targets for the three months ended June 30, 2024 is as follows: Number of Unvested Shares Balance, December 31, 2023 68,288 Granted — Forfeited (1,369) Balance, June 30, 2024 66,919 |
LOSS PER SHARE - (Tables)
LOSS PER SHARE - (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock, because their effect was anti-dilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock-based awards and warrants* 1,115,820 509,958 1,115,820 509,958 Convertible notes 2,880,887 — 2,880,887 — * Prior periods presented have been adjusted to reflect the 1-for-20 reverse stock split effective on June 17, 2024. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES - (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||||||||||||
Jun. 17, 2024 | Jun. 06, 2024 USD ($) | Apr. 30, 2024 employee | Jun. 30, 2024 USD ($) $ / shares shares | Mar. 31, 2024 | Jun. 30, 2023 USD ($) | Aug. 14, 2024 shares | Jun. 30, 2024 USD ($) employee $ / shares shares | Jun. 30, 2023 USD ($) | Aug. 19, 2024 USD ($) shares | Aug. 09, 2024 USD ($) | Jul. 18, 2024 USD ($) | May 10, 2024 shares | Mar. 15, 2024 USD ($) | Jan. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||||||||||
Sales, net of returns and allowances | $ 842,440 | $ 3,966,463 | $ 2,181,735 | $ 5,659,878 | ||||||||||||
Net loss | 26,319,999 | $ 23,017,676 | 55,475,786 | 48,016,713 | ||||||||||||
Net cash used in operating activities | 30,063,456 | $ 65,800,126 | ||||||||||||||
Cash and cash equivalents | 5,308,611 | 5,308,611 | $ 25,845,915 | |||||||||||||
Accounts receivable | 760,504 | 760,504 | 4,470,209 | |||||||||||||
Inventory, net | 46,503,385 | 46,503,385 | 45,408,192 | |||||||||||||
Accounts payable | 10,501,569 | 10,501,569 | 12,456,272 | |||||||||||||
Working capital | 17,800,000 | 17,800,000 | ||||||||||||||
Accumulated deficit | $ 807,044,037 | $ 807,044,037 | $ 751,568,251 | |||||||||||||
Reverse split ratio | 0.05 | |||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Sale leaseback transaction, net book value | $ 34,500,000 | |||||||||||||||
Number of positions eliminated, period percent | 20% | |||||||||||||||
Restructuring and related cost, executive payment deferral percent | 20% | |||||||||||||||
Number of positions eliminated | employee | 73 | |||||||||||||||
Number of positions reinstated | employee | 16 | |||||||||||||||
Aero Divestiture | Discontinued Operations, Disposed of by Sale | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Expected monthly cost savings | $ 400,000 | |||||||||||||||
Loss on sale of business | $ 700,000 | $ 700,000 | ||||||||||||||
Aero Divestiture | Discontinued Operations, Disposed of by Sale | Selling, General and Administrative Expenses | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on sale of business | 400,000 | 400,000 | ||||||||||||||
Aero Divestiture | Discontinued Operations, Disposed of by Sale | Cost of Sales | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on sale of business | $ 300,000 | $ 300,000 | ||||||||||||||
2024 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants issued in period (in shares) | shares | 3,900,000 | 5,500,000 | ||||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 0 | 0 | 3,900,000 | |||||||||||||
2024 Warrants | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants issued in period (in shares) | shares | 5,500,000 | |||||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 0 | |||||||||||||||
Convertible notes | 2024 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal balance as of the valuation date | $ 7,800,000 | $ 7,800,000 | $ 139,000,000 | |||||||||||||
Proceeds from convertible notes | 13,300,000 | 22,300,000 | ||||||||||||||
Long-term debt, gross | 7,800,000 | 7,800,000 | ||||||||||||||
Convertible notes | Subsequent Event | 2024 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Discount for non interest bearing convertible note | $ 112,700,000 | |||||||||||||||
Principal balance as of the valuation date | $ 4,000,000 | |||||||||||||||
Long-term debt, gross | $ 7,500,000 | |||||||||||||||
Convertible Debt | 2024 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal balance as of the valuation date | $ 139,000,000 | |||||||||||||||
Long-term debt, gross | $ 7,500,000 | $ 7,500,000 | ||||||||||||||
Convertible Debt | Subsequent Event | 2024 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Discount for non interest bearing convertible note | $ 112,700,000 |
INVENTORY, NET - Schedule of In
INVENTORY, NET - Schedule of Inventory, Net (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 47,908,458 | $ 32,682,324 |
Work in process | 2,871,872 | 2,892,329 |
Finished goods | 8,189,889 | 18,309,829 |
Gross inventory | 58,970,219 | 53,884,482 |
Less: inventory reserves | (12,466,834) | (8,476,290) |
Inventory, net | $ 46,503,385 | $ 45,408,192 |
INVENTORY, NET - Additional Inf
INVENTORY, NET - Additional Information (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 12,466,834 | $ 8,476,290 |
CONTRACT MANUFACTURING SERVIC_2
CONTRACT MANUFACTURING SERVICES AND INVESTMENT IN TROPOS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Deferred revenue | $ 7 | $ 4.7 | |
Assembly Service | |||
Short-Term Debt [Line Items] | |||
Deferred revenue | 4.7 | 4.7 | |
Tropos Trechnologies, Inc. | |||
Short-Term Debt [Line Items] | |||
Equity method investment, impairment loss | $ 10 | ||
Tropos Trechnologies, Inc. | Affiliated Entity | |||
Short-Term Debt [Line Items] | |||
Payment to acquire preferred stock | $ 5 | ||
Non-cash consideration | $ 5 | ||
Tropos Trechnologies, Inc. | Affiliated Entity | Deposit For Future Services | |||
Short-Term Debt [Line Items] | |||
Amount of transaction | $ 5 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid purchases | $ 6,821,103 | $ 7,908,087 |
Less: prepaid purchases reserve | (1,943,969) | (1,999,068) |
Prepaid purchases, net | 4,877,134 | 5,909,019 |
Prepaid insurance | 464,042 | 1,283,146 |
Other | 1,561,194 | 908,997 |
Prepaid expenses and other current assets | $ 6,902,370 | $ 8,101,162 |
REVENUE - Schedule of Sales Act
REVENUE - Schedule of Sales Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | $ 842,440 | $ 3,966,463 | $ 2,181,735 | $ 5,659,878 |
Sales, net of returns and allowances | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | 189,070 | 3,367,666 | 757,366 | 4,948,966 |
Other sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | $ 653,370 | $ 598,797 | $ 1,424,369 | $ 710,912 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 7 | $ 4.7 |
Assembly Service | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 4.7 | $ 4.7 |
W4CC Trucks Obligation | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 2.3 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Accrued And Other Current Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Compensation and related costs | $ 3,028,702 | $ 2,083,808 |
Other | 3,306,569 | 2,778,932 |
Total accrued and other current liabilities | $ 6,335,271 | $ 4,862,740 |
ACCRUED AND OTHER CURRENT LIA_4
ACCRUED AND OTHER CURRENT LIABILITIES - Accrued Warranty Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||||
Warranty liability, beginning of period | $ 599,227 | $ 2,066,588 | $ 1,902,647 | $ 2,207,674 |
Warranty costs incurred | (307,500) | (128,293) | (595,313) | |
Warranty costs incurred | (43,099) | |||
Provision for warranty | 86,198 | 163,492 | (1,132,028) | 310,219 |
Warranty liability, end of period | $ 642,326 | $ 1,922,580 | $ 642,326 | $ 1,922,580 |
DEBT - Fair Value Of The Conver
DEBT - Fair Value Of The Convertible Notes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income [extensible enumeration] | Interest income (expense), net | Interest income (expense), net |
Convertible notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of convertible notes, beginning of period | $ 20,180,100 | |
Fair value of convertible notes issued during period | 30,756,875 | |
Payments on convertible notes | (20,180,100) | |
Change in fair value of convertible notes | (2,208,921) | |
Fair value of convertible notes exchanged for common stock | (18,898,924) | |
Fair value of convertible notes, end of period | $ 9,649,030 |
DEBT - 2024 Securities Purchase
DEBT - 2024 Securities Purchase Agreement Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | May 10, 2024 | Mar. 15, 2024 | |
Debt Instrument [Line Items] | ||||
Warrants issued (in shares) | 5,500,000 | 5,500,000 | ||
2024 Warrants | ||||
Debt Instrument [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 0 | 0 | 3,900,000 | |
Warrants issued (in shares) | 5,500,000 | 5,500,000 | ||
2024 Notes | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Principal balance as of the valuation date | $ 7.8 | $ 7.8 | $ 139 | |
Proceeds from convertible notes | 13.3 | 22.3 | ||
Long-term debt, gross | $ 7.8 | $ 7.8 | ||
Maximum beneficial owner of percentage | 4.99% | |||
Debt conversion, post conversion ownership limitation | 9.99% | |||
First Additional Note | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Principal balance as of the valuation date | $ 13.3 |
DEBT - 2024 Notes Additional In
DEBT - 2024 Notes Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Mar. 15, 2024 USD ($) trading_day | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | May 29, 2024 USD ($) | |
Debt Instrument [Line Items] | ||||||
Proceeds on convertible notes | $ 19,500,000 | $ 0 | ||||
Fair value adjustments | $ (642,900) | $ 0 | (4,439,548) | $ 0 | ||
2024 Notes | Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, original issuance discount, percent | 12.50% | |||||
Proceeds from Issuance of Long-term Debt | 22,300,000 | |||||
Proceeds on convertible notes | 19,500,000 | |||||
Interest rate | 9% | |||||
Stated interest in case of default | 18% | |||||
Percentage of stock price trigger | 87.50% | |||||
Debt instrument, convertible, threshold consecutive trading days | trading_day | 10 | |||||
Debt instrument, convertible, written notice repayment period | 15 days | |||||
Debt instrument, redemption price, premium | 25% | |||||
Debt instrument, redemption price, premium, event of default | 75% | |||||
Debt covenant, liquidity requirement if sale leaseback transaction has not been consummated | $ 1,500,000 | |||||
Debt covenant, liquidity requirement if sale leaseback transaction has been consummated | 4,000,000 | |||||
Principal balance as of the valuation date | 139,000,000 | 7,800,000 | 7,800,000 | |||
Long-term debt, fair value | 9,600,000 | 9,600,000 | $ 30,800,000 | |||
Conversion of convertible note, amount | 14,400,000 | 14,400,000 | ||||
Fair value adjustments | $ 3,600,000 | $ 3,600,000 | ||||
2024 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance as of the valuation date | $ 139,000,000 |
DEBT - Debt, Fair Value Inputs
DEBT - Debt, Fair Value Inputs (Details) - Convertible notes | Jun. 30, 2024 USD ($) | May 29, 2024 USD ($) | May 10, 2024 USD ($) | Mar. 15, 2024 USD ($) |
2024 Notes | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal balance as of the valuation date | $ 7,800,000 | $ 139,000,000 | ||
May 10 Issuance | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal balance as of the valuation date | $ 6,285,714 | |||
May 10 Issuance | Risk-Free Rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.053 | |||
May 10 Issuance | Corporate Bond Yield | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.1559 | |||
May 10 Issuance | Volatility (Annual) | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.9500 | |||
May 29 Issuance | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal balance as of the valuation date | $ 7,000,000 | |||
May 29 Issuance | Risk-Free Rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.053 | |||
May 29 Issuance | Corporate Bond Yield | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.1560 | |||
May 29 Issuance | Volatility (Annual) | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.9000 | |||
2026 Notes | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal balance as of the valuation date | $ 9,000,000 | |||
2026 Notes | Risk-Free Rate | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.053 | |||
2026 Notes | Corporate Bond Yield | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.1578 | |||
2026 Notes | Volatility (Annual) | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, measurement input | 0.8500 |
DEBT -Warrants Exercisable Addi
DEBT -Warrants Exercisable Additional Information (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Aug. 14, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 19, 2024 | May 10, 2024 | |
Class of Warrant or Right [Line Items] | ||||||
Fair value adjustment of warrants | $ (2,937,925) | $ 0 | ||||
2024 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued in period (in shares) | 3,900,000 | 5,500,000 | ||||
Number of securities called by warrants or rights (in shares) | 0 | 0 | 3,900,000 | |||
Fair value of warrants | $ 4,600,000 | $ 4,600,000 | ||||
Fair value adjustment of warrants | $ 4,400,000 | |||||
2024 Warrants | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in usd per share) | $ 5.89 | $ 5.89 | ||||
2024 Warrants | Maximum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in usd per share) | $ 7 | $ 7 | ||||
2024 Warrants | Subsequent Event | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued in period (in shares) | 5,500,000 | |||||
Number of securities called by warrants or rights (in shares) | 0 |
DEBT - Warrants, Fair Value Inp
DEBT - Warrants, Fair Value Inputs (Details) | Jun. 30, 2024 USD ($) $ / shares | May 29, 2024 USD ($) $ / shares | May 10, 2024 USD ($) $ / shares | Mar. 15, 2024 USD ($) $ / shares |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Stock Price (in usd per share) | $ / shares | $ 1.57 | $ 3.80 | $ 3.60 | $ 5.32 |
2024 Warrants | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ | $ 4,600,000 | |||
2024 Warrants, March 15, 2024 Issue | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ | $ 1,266,294 | $ 3,706,121 | $ 4,749,754 | |
Strike Price (in usd per share) | $ / shares | $ 7 | $ 7 | ||
Estimated time to expiration (years) | 10 years | 10 years | ||
2024 Warrants, May 10, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ | $ 1,564,661 | |||
Strike Price (in usd per share) | $ / shares | $ 5.8860 | $ 5.8860 | ||
Estimated time to expiration (years) | 10 years | 10 years | ||
2024 Warrants, May 2029, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair Value | $ | $ 1,749,487 | $ 4,099,389 | ||
Strike Price (in usd per share) | $ / shares | $ 5.8880 | $ 5.8880 | ||
Estimated time to expiration (years) | 10 years | 10 years | ||
Volatility (annual) | 2024 Warrants, March 15, 2024 Issue | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.650 | 0.450 | ||
Volatility (annual) | 2024 Warrants, May 10, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.650 | 0.500 | ||
Volatility (annual) | 2024 Warrants, May 2029, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.650 | 0.450 | ||
Risk-Free Rate | 2024 Warrants, March 15, 2024 Issue | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.043 | 0.042 | ||
Risk-Free Rate | 2024 Warrants, May 10, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.043 | 0.044 | ||
Risk-Free Rate | 2024 Warrants, May 2029, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.043 | 0.045 | ||
Dividend Yield | 2024 Warrants, March 15, 2024 Issue | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 0 | ||
Dividend Yield | 2024 Warrants, May 10, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 0 | ||
Dividend Yield | 2024 Warrants, May 2029, 2024 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 0 |
DEBT - Green Senior Convertible
DEBT - Green Senior Convertible Notes Due 2026 (Details) - 2026 Notes - Convertible notes - USD ($) $ in Millions | Dec. 12, 2023 | Jun. 30, 2024 |
Debt Instrument [Line Items] | ||
Amount of debt extinguished | $ 20 | |
Debt instrument, original issuance discount, percent | 12.50% | |
Payments of debt issuance costs | $ 0.6 | |
Proceeds from convertible notes | $ 16.9 | |
Long-term debt, gross | $ 0 |
DEBT - Warrants Exercisable Pri
DEBT - Warrants Exercisable Prior to December 2026 (Details) - USD ($) $ / shares in Units, shares in Millions | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 12, 2023 | |
Debt Instrument [Line Items] | ||||
Fair value adjustment of warrants | $ (2,937,925) | $ 0 | ||
2026 Warrants | ||||
Debt Instrument [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 0.4 | 25.6 | ||
Exercise price of warrants (in usd per share) | $ 8.984 | |||
Warrant liability, fair value disclosure | $ 5,600,000 | |||
Common stock issued under convertible security | $ 2,847,500 | |||
Fair value adjustment of warrants | $ 2,700,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) lease | Jun. 30, 2024 USD ($) lease | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Lessee, operating lease, renewal term | 5 years | 5 years |
Sublease income expected to be received 2025 | $ 637,301 | $ 637,301 |
Sublease income expected to be received 2026 | 654,087 | 654,087 |
Sublease income expected to be received 2027 | 671,460 | 671,460 |
Sublease income expected to be received 2028 | $ 689,442 | $ 689,442 |
Aero Divestiture | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of operating leases disposed off | lease | 1 | 1 |
Monthly savings | $ 52,000 | |
Sub-lease income | $ 41,847 | |
Sublease income, monthly | 52,309 | |
Sublease income expected to be received second half of 2024 | 355,700 | 355,700 |
Sublease income expected to be received thereafter | $ 708,052 | $ 708,052 |
LEASES - Lease Expense For Oper
LEASES - Lease Expense For Operating Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Short-term lease expense | $ 58,353 | $ 68,368 | $ 137,430 | $ 126,675 |
Operating lease expense | 800,893 | 568,157 | 1,358,498 | 1,140,497 |
Total lease expense | $ 859,246 | $ 636,525 | $ 1,495,928 | $ 1,267,172 |
LEASES - Right of Use Assets -
LEASES - Right of Use Assets - (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating leases | $ 3,706,761 | $ 4,174,800 |
Finance leases | 5,520,803 | 5,621,181 |
Total lease right-of-use assets | $ 9,227,564 | $ 9,795,981 |
LEASES - Lease Liabilities - (D
LEASES - Lease Liabilities - (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating leases | $ 5,822,588 | $ 6,292,954 |
Finance leases | 2,253,866 | 2,548,184 |
Total lease liabilities | 8,076,454 | 8,841,138 |
Less: current portion | (3,028,889) | (3,560,612) |
Long-term portion | $ 5,047,565 | $ 5,280,526 |
FAIR VALUE MEASUREMENTS- Assets
FAIR VALUE MEASUREMENTS- Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 4,580,442 | $ 5,605,325 |
Convertible notes | 9,649,030 | 20,180,100 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Convertible notes | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Convertible notes | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 4,580,442 | 5,605,325 |
Convertible notes | $ 9,649,030 | $ 20,180,100 |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 17,500,000 | 17,500,000 | |||
Shares available for grant (in shares) | 3,100,000 | 3,100,000 | |||
Total stock-based compensation expense | $ 2,896,212 | $ 3,777,096 | $ 6,266,416 | $ 6,801,485 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, options | 200,000 | $ 200,000 | |||
Unrecognized compensation expense, recognition period | 2 months 12 days | ||||
Total stock-based compensation expense | 242,243 | 242,571 | $ 484,468 | 483,109 | |
Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, recognition period | 3 months 18 days | ||||
Unrecognized compensation expense | $ 4,800,000 | $ 4,800,000 | |||
Unvested (in shares) | 150,263 | 150,263 | 256,416 | ||
Total stock-based compensation expense | $ 1,887,501 | 2,505,234 | $ 3,874,151 | 4,567,072 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, recognition period | 2 years 2 months 15 days | ||||
Unrecognized compensation expense | $ 1,200,000 | $ 1,200,000 | |||
Unvested (in shares) | 749,636 | 749,636 | 0 | ||
Total stock-based compensation expense | $ (82,221) | $ 0 | $ 139,675 | $ 0 | |
Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense, recognition period | 3 months 18 days | ||||
Unrecognized compensation expense | $ 2,300,000 | $ 2,300,000 | |||
Unvested (in shares) | 700,000 | 700,000 | |||
Performance share units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards ultimately vest | 0% | ||||
Performance share units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards ultimately vest | 200% | ||||
Performance Share Units With Total Shareholder Return Performance Objective | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percent | 50% | ||||
EBITDA target performance share units (EBITDA PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested (in shares) | 66,919 | 66,919 | 68,288 | ||
Vesting percent | 50% | ||||
Total stock-based compensation expense | $ 100,000 | ||||
Revenue Target Performance Share Units (Revenue PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percent | 100% |
STOCK BASED COMPENSATION - Shar
STOCK BASED COMPENSATION - Share Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,896,212 | $ 3,777,096 | $ 6,266,416 | $ 6,801,485 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 242,243 | 242,571 | 484,468 | 483,109 |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,887,501 | 2,505,234 | 3,874,151 | 4,567,072 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | (82,221) | 0 | 139,675 | 0 |
Performance-based restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 848,689 | $ 1,029,291 | $ 1,768,122 | $ 1,751,304 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Beginning balance (in shares) | 14,822 | |
Exercised (in shares) | 0 | |
Ending balance (in shares) | 14,822 | 14,822 |
Number of options exercisable (in shares) | 12,352 | |
Weighted Average Exercise Price per Option | ||
Beginning balance (in usd per share) | $ 205.4 | |
Exercised (in usd per share) | 0 | |
Ending balance (in usd per share) | 205.4 | $ 205.4 |
Number of options exercisable (in usd per share) | $ 205.4 | |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life, outstanding | 7 years 6 months | 7 years 6 months |
Weighted average remaining contractual life, exercisable | 7 years 6 months |
STOCK BASED COMPENSATION - Rest
STOCK BASED COMPENSATION - Restricted Stock (Details) - Restricted stock awards | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Unvested Shares | |
Beginning balance (in shares) | shares | 256,416 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (96,976) |
Forfeited (in shares) | shares | (9,177) |
Ending balance (in shares) | shares | 150,263 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in usd per share) | $ / shares | $ 52.3 |
Granted (in usd per share) | $ / shares | 0 |
Vested (in usd per share) | $ / shares | 59.1 |
Forfeited (in usd per share) | $ / shares | 50 |
Ending balance (in usd per share) | $ / shares | $ 48 |
STOCK BASED COMPENSATION - Re_2
STOCK BASED COMPENSATION - Restricted stock units (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Unvested Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 759,120 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (9,484) |
Ending balance (in shares) | shares | 749,636 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 6.34 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 6.34 |
STOCK BASED COMPENSATION - Perf
STOCK BASED COMPENSATION - Performance Shares, Outstanding Activity (Details) - Performance Shares With Total Shareholder Return Metric | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Unvested Shares | |
Beginning balance (in shares) | shares | 83,598 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (1,369) |
Ending balance (in shares) | shares | 82,229 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in usd per share) | $ / shares | $ 88 |
Granted (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 37.60 |
Ending balance (in usd per share) | $ / shares | $ 88.93 |
STOCK BASED COMPENSATION - EBIT
STOCK BASED COMPENSATION - EBITDA PSUs (Details) - EBITDA target performance share units (EBITDA PSUs) | 6 Months Ended |
Jun. 30, 2024 shares | |
Number of Unvested Shares | |
Beginning balance (in shares) | 68,288 |
Granted (in shares) | 0 |
Forfeited (in shares) | (1,369) |
Ending balance (in shares) | 66,919 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | Jun. 30, 2024 class_of_stock vote $ / shares shares | Dec. 31, 2023 $ / shares shares |
Equity [Abstract] | ||
Number of classes of stock | class_of_stock | 1 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, number of votes on each share | vote | 1 | |
Common stock, shares authorized (in shares) | shares | 450,000,000 | 450,000,000 |
STOCKHOLDERS' EQUITY - At-The-M
STOCKHOLDERS' EQUITY - At-The-Market Sales Agreement (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Mar. 10, 2022 | |
Equity [Abstract] | |||
Authorized amount | $ 175 | ||
Shares issued in public offering (in shares) | 0 | 0.5 | |
Consideration received | $ 2.7 | ||
Remaining authorized amount | $ 95.6 | $ 95.6 |
STOCKHOLDERS' EQUITY - Equity L
STOCKHOLDERS' EQUITY - Equity Line of Credit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 12, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | |
Class of Stock [Line Items] | |||
Shares issued in public offering (in shares) | 0 | 500,000 | |
Consideration received | $ 2,700,000 | ||
Lincoln Park Capital Fund, LLC | |||
Class of Stock [Line Items] | |||
Amount authorized | $ 50,000,000 | ||
Sale of stock, period in force | 24 months | ||
Issuance of common stock under ELOC Purchase Agreement | $ 1,500,000 | ||
Shares issued in public offering (in shares) | 188,755 | 600,000 | 600,000 |
Consideration received | $ 3,100,000 | ||
Lincoln Park Capital Fund, LLC | Minimum | |||
Class of Stock [Line Items] | |||
Sale of stock (in usd per share) | $ 4.42 | $ 4.42 | |
Lincoln Park Capital Fund, LLC | Maximum | |||
Class of Stock [Line Items] | |||
Sale of stock (in usd per share) | $ 6.86 | $ 6.86 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock, and Warrants (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Warrants outstanding (in shares) | 5,500,000 |
INCOME TAXES - (Details)
INCOME TAXES - (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Deferred tax liability | $ 0 | $ 0 |
LOSS PER SHARE - Computation of
LOSS PER SHARE - Computation of Diluted Net Loss Per Share of Common Stock, Because Their Effect was Anti-Dilutive- (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 17, 2024 | Jun. 30, 2024 shares | Jun. 30, 2023 shares | Jun. 30, 2024 shares | Jun. 30, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Reverse split ratio | 0.05 | ||||
Stock-based awards and warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares) | 1,115,820 | 509,958 | 1,115,820 | 509,958 | |
Convertible notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares) | 2,880,887 | 0 | 2,880,887 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Pending Litigation $ in Millions | 6 Months Ended | |
Apr. 19, 2024 USD ($) | Jun. 30, 2024 claim | |
Loss Contingencies [Line Items] | ||
Number of claims filed | claim | 2 | |
Damages sought | $ | $ 4 |
SUBSEQUENT EVENTS_ (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 18, 2024 | Jun. 30, 2024 | Mar. 15, 2024 |
Subsequent Event | Third additional note | |||
Subsequent Event [Line Items] | |||
Number of securities called by warrants or rights (in shares) | 2,715,777 | ||
2024 Notes | Convertible notes | |||
Subsequent Event [Line Items] | |||
Principal balance as of the valuation date | $ 7,800,000 | $ 139,000,000 | |
2024 Notes | Convertible notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Principal balance as of the valuation date | $ 4,000,000 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Supplemental Cash Flow Elements [Abstract] | |
Principal amount | $ | $ 14.4 |
Issuance of common stock (in shares) | shares | 4.9 |