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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/12/23 Workhorse Group Inc. 8-K:5,9 7/07/23 11:401K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-3.1 Second Amended and Restated Bylaws HTML 176K 6: R1 Cover HTML 49K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- ea181671-8k_workhorse_htm XML 15K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- wkhs-20230707_lab XML 96K 5: EX-101.PRE XBRL Presentations -- wkhs-20230707_pre XML 64K 3: EX-101.SCH XBRL Schema -- wkhs-20230707 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001213900-23-056509-xbrl Zip 53K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i July 7, 2023
(Exact name of registrant as specified in its charter)
| i Nevada | i 001-37673 | i 26-1394771 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
i 3600 Park 42 Drive, i Suite 160E, i Sharonville, i Ohio i 45241
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.001 par value per share | i WKHS | The i Nasdaq Capital Market |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2023, Workhorse Group Inc. (the “Company”) amended and restated the Company’s bylaws, in the form of the Second Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference (the “Amended Bylaws”), following approval by the Company’s Board of Directors. The Amended Bylaws became effective immediately.
The Amended Bylaws revise provisions concerning quorum in accordance with recent amendments to Nevada law concerning the effect of broker non-votes. In addition, the Amended Bylaws amend certain provisions related to meeting procedures and stockholder proposals and add a provision that permits an eligible stockholder or a group of up to twenty eligible stockholders who have continuously held for a period of three years at least three percent of the Company’s outstanding shares entitled to vote in an election of directors to nominate and include in the Company’s annual meeting proxy materials up to two director nominees. Such nominations are subject to certain eligibility, procedural and disclosure requirements set forth in Section 2.9 of the Amended Bylaws. The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the complete text of the Amended Bylaws attached as an exhibit hereto.
Item 9.01. Exhibits.
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WORKHORSE GROUP INC. | ||
| Date: July 12, 2023 | By: | /s/ James D. Harrington |
| Name: | James D. Harrington | |
| Title: | General Counsel, Chief Compliance Officer and Secretary | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/12/23 | PRE 14A | ||
| For Period end: | 7/7/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Workhorse Group Inc. 424B5 1:481K EdgarAgents LLC/FA 3/12/24 Workhorse Group Inc. 10-K 12/31/23 96:8.3M 12/12/23 Workhorse Group Inc. 424B5 1:507K EdgarAgents LLC/FA 12/12/23 Workhorse Group Inc. 424B5 1:483K EdgarAgents LLC/FA 11/14/23 Workhorse Group Inc. 10-Q 9/30/23 68:4.3M Workiva Inc Wde… FA01/FA 10/13/23 Workhorse Group Inc. S-8 10/13/23 4:100K MDM Corp Elec Fi… Inc/FA 8/14/23 Workhorse Group Inc. 10-Q 6/30/23 69:9.7M Workiva Inc Wde… FA01/FA 7/20/23 Workhorse Group Inc. S-3 6:929K EdgarAgents LLC/FA |