Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.14M
2: EX-4.12 Instrument Defining the Rights of Security Holders HTML 37K
3: EX-10.41 Material Contract HTML 80K
4: EX-10.42 Material Contract HTML 141K
5: EX-10.47 Material Contract HTML 112K
6: EX-21.1 Subsidiaries List HTML 21K
7: EX-23.1 Consent of Experts or Counsel HTML 23K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
17: R1 Cover Page. HTML 82K
63: R2 Consolidated Balance Sheets HTML 105K
71: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
42: R4 Consolidated Statements of Operations HTML 66K
18: R5 Consolidated Statement of Stockholders' Equity HTML 81K
(Deficit)
65: R6 Consolidated Statements of Cash Flows HTML 132K
73: R7 Consolidated Statements of Cash Flows HTML 28K
(Parenthetical)
39: R8 Summary of Business and Significant Accounting HTML 88K
Principles
21: R9 Inventory HTML 39K
43: R10 Revenue HTML 39K
24: R11 Property, Plant and Equipment, Net HTML 45K
57: R12 Long-Term Debt HTML 65K
69: R13 Duke Financing Obligation HTML 26K
44: R14 Mandatory Redeemable Series B Preferred Stock HTML 32K
25: R15 Income Taxes HTML 95K
58: R16 Fair Value Measurement HTML 44K
70: R17 Stock Based Compensation HTML 90K
45: R18 Recent Pronouncements HTML 28K
23: R19 Stockholders' Equity HTML 54K
54: R20 Related Parties HTML 27K
83: R21 Subsequent Events HTML 25K
36: R22 Other Income HTML 51K
31: R23 Other Transaction HTML 27K
55: R24 Summary of Business and Significant Accounting HTML 145K
Principles (Policies)
84: R25 Summary of Business and Significant Accounting HTML 65K
Principles (Tables)
37: R26 Inventory (Tables) HTML 40K
32: R27 Revenue (Tables) HTML 34K
53: R28 Property, Plant and Equipment, Net (Tables) HTML 45K
85: R29 Long-Term Debt (Tables) HTML 53K
75: R30 Income Taxes (Tables) HTML 98K
61: R31 Fair Value Measurement (Tables) HTML 60K
22: R32 Stock Based Compensation (Tables) HTML 88K
40: R33 Stockholders' Equity (Tables) HTML 45K
74: R34 Other Income (Tables) HTML 49K
59: R35 Summary of Business and Significant Accounting HTML 43K
Principles (Details)
19: R36 Summary of Business and Significant Accounting HTML 37K
Principles - Estimated Useful Lives (Details)
38: R37 Summary of Business and Significant Accounting HTML 30K
Principles - Warranty Accrual (Details)
72: R38 Summary of Business and Significant Accounting HTML 48K
Principles - Earnings Per Share (Details)
64: R39 Inventory (Details) HTML 40K
81: R40 Revenue (Details) HTML 30K
49: R41 Property, Plant and Equipment, Net (Details) HTML 48K
30: R42 Long-Term Debt - Type (Details) HTML 42K
35: R43 Long-Term Debt - Maturities (Details) HTML 33K
80: R44 Long-Term Debt (Details) HTML 143K
48: R45 Duke Financing Obligation (Details) HTML 41K
29: R46 Mandatory Redeemable Series B Preferred Stock HTML 56K
(Details)
34: R47 Income Taxes (Details) HTML 42K
79: R48 Income Taxes - Components of Loss Before Income HTML 42K
Taxes (Details)
50: R49 Income Taxes - Reconciliation of Statutory Federal HTML 42K
Income Tax (Details)
67: R50 Income Taxes - Deferred Tax Assets and Liabilities HTML 50K
(Details)
76: R51 Income Taxes - Unrecognized Tax Benefits (Details) HTML 38K
46: R52 Fair Value Measurement - Warrants (Details) HTML 34K
26: R53 Fair Value Measurement - Convertible Note HTML 34K
(Details)
68: R54 Stock Based Compensation (Details) HTML 43K
77: R55 Stock Based Compensation - Share Based HTML 31K
Compensation Expense (Details)
47: R56 Stock Based Compensation - Stock Option Activity HTML 68K
(Details)
27: R57 Stock Based Compensation - Restricted Stock HTML 48K
(Details)
66: R58 Stockholders' Equity (Details) HTML 82K
78: R59 Stockholders' Equity - Warrants (Details) HTML 48K
33: R60 Related Parties (Details) HTML 37K
28: R61 Other Income (Details) HTML 33K
51: R62 Other Income - Narrative (Details) HTML 67K
82: R63 Other Transaction (Details) HTML 41K
60: R9999 Uncategorized Items - wkhs-20191231.htm HTML 25K
62: XML IDEA XML File -- Filing Summary XML 143K
52: XML XBRL Instance -- wkhs-20191231_htm XML 1.64M
56: EXCEL IDEA Workbook of Financial Reports XLSX 80K
13: EX-101.CAL XBRL Calculations -- wkhs-20191231_cal XML 188K
14: EX-101.DEF XBRL Definitions -- wkhs-20191231_def XML 648K
15: EX-101.LAB XBRL Labels -- wkhs-20191231_lab XML 1.64M
16: EX-101.PRE XBRL Presentations -- wkhs-20191231_pre XML 979K
12: EX-101.SCH XBRL Schema -- wkhs-20191231 XSD 181K
41: JSON XBRL Instance as JSON Data -- MetaLinks 340± 504K
20: ZIP XBRL Zipped Folder -- 0001628280-20-003532-xbrl Zip 553K
‘EX-4.12’ — Instrument Defining the Rights of Security Holders
As of December 31, 2019, Workhorse Group Inc. had common stock, $0.001 par value per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended, and listed on The NASDAQ Capital Market under the trading symbol "WKHS".
DESCRIPTION OF WORKHORSE GROUP CAPITAL STOCK
Our articles
of incorporation provide that we are authorized to issue 250 million shares of common stock, par value $0.001 per share, and 75 million shares of preferred stock, par value $0.001 per share.
Common Stock
Voting Rights
The holders of our common stock are entitled to one vote per share on all matters to be voted upon by our shareholders, including the election of directors. Cumulative voting is not permitted in the election of directors.
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at
the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board may determine.
Liquidation Rights
In the event of our liquidation, dissolution, or winding up, our common shareholders will receive ratably any net assets that remain after the payment of all of our debts and other liabilities, subject to the senior rights of any outstanding preferred stock.
Other
Our shares of common stock are not convertible into any other security
and do not have any preemptive rights, conversion rights, redemption rights or sinking fund provisions. The rights, preferences and privileges, including voting rights, of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that the board may designate and issue in the future. There are currently no preferred shares outstanding.
Preferred Stock
We are authorized to issue up to 75 million shares of preferred stock, in one or more series with such designations, relative rights, preferences, voting rights, limitations, dividend rates, redemption prices, liquidation prices, conversion rights, sinking or purchase fund rights, and other provisions as the board may fix or determine. Any series of preferred stock may have
rights and privileges superior to those of common stock. There are presently 1.25 million shares of Series B Preferred Stock, with a stated value of $20.00 per share (the “Stated Value”) and a par value of $0.001 per share (the “Preferred Stock”) outstanding.
The rights, preferences, privileges and limitations of the Preferred Stock are set forth in a certificate of designation filed by the Company with the Secretary of State of the State of Nevada (the “Certificate of Designation”). The Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution. The Preferred Stock is entitled to annual dividends at a
rate equal to 8.0% simple interest per annum on the Stated Value of the Preferred Stock. Accrued dividends will be
payable quarterly in shares of common stock of the Company based on a share price of $1.62, which was the average closing price of the Company’s common stock on the five trading days immediately preceding May 31, 2019 and in excess of the closing price of $1.60 on May 30, 2019.
The Preferred Stock is not convertible and does
not hold voting rights. Upon any liquidation, dissolution or winding up of the Company, liquidation of the Company’s assets will be made in the following order of priority: (a) first, payment or provision for payment of debts and other liabilities; (b) second, payment to the holders of the Preferred Stock an amount with respect to each share of the Preferred Stock’s Stated Value plus any accrued but unpaid dividends thereon; and (c) third, payment to the holders of common stock.
On the fourth anniversary of the Closing Date, the Company shall redeem all the outstanding shares of the Preferred Stock at the Stated Value, plus
accrued and unpaid dividends. At any time prior to such date, the Company subject to the repayment and retirement, in accordance with its terms, of the Credit Agreement dated as of December 31, 2018 (the “Credit Agreement”), among the Company, as the borrower, the lenders thereto and Wilmington Trust, National Association, as Agent, the Company may, in its sole discretion, redeem any outstanding shares of Preferred Stock at the Stated Value, plus accrued and unpaid dividends (“Optional Redemption”). Notwithstanding the foregoing, the Company may effect an Optional
Redemption prior to the fourth anniversary of the Closing Date so long as it obtains from the lenders to the Credit Agreement their prior written consent to such Optional Redemption.
Anti-Takeover Provisions Under Nevada Law.
Combinations with Interested Stockholder. Sections 78.411-78.444, inclusive, of the Nevada Revised Statutes (“NRS”) contain provisions governing combinations with an interested stockholder. For purposes of the NRS, “combinations” include: (i) any merger or consolidation with any interested stockholder, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition to any interested stockholder of corporate assets with an aggregate market value equal to 5% or more of the aggregate market value of the corporation’s consolidated assets, 5% or more of the outstanding shares
of the corporation or 10% or more of the earning power or net income of the corporation, (iii) the issuance to any interested stockholder of voting shares (except pursuant to a share dividend or similar proportionate distribution) with an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding shares of the corporation, (iv) the dissolution of the corporation if proposed by or on behalf of any interested stockholder, (v) any reclassification of securities, recapitalization or corporate reorganization that will have the effect of increasing the proportionate share of the corporation’s outstanding voting shares held by any interested stockholder and (vi) any receipt by the interested stockholder of the benefit (except proportionately as a stockholder) of any loan, advance, guarantee, pledge or other financial assistance. For purposes of the NRS, an “interested stockholder” is defined to include any beneficial owner of more
than 10% of any class of the voting securities of a Nevada corporation and any person who is an affiliate or associate of the corporation and was at any time during the preceding three years the beneficial owner or more than 10% of any class of the voting securities of the Nevada corporation.
Subject to certain exceptions, the provisions of the NRS governing combinations with interested stockholders provide that a Nevada corporation may not engage in a combination with an interested stockholder for two years after the date that the person first became an interested stockholder unless the combination or the transaction by which the person first became an interested stockholder is approved by the board of directors before the person first became an interested stockholder.
Control Share Acquisitions
The
NRS also contains a “control share acquisitions statute.” If applicable to a Nevada corporation this statute restricts the voting rights of certain stockholders referred to as “acquiring persons,” that acquire or offer to acquire ownership of a “controlling interest” in the outstanding voting stock of an “issuing corporation.” For purposes of these provisions a “controlling interest” means with certain exceptions the ownership of outstanding voting stock sufficient to enable the acquiring person to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of all voting power in the election of directors and “issuing
corporation” means a Nevada corporation that has 200 or more stockholders of record,
at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation, and which does business in Nevada directly or through an affiliated corporation. The voting rights of an acquiring person in the affected shares will be restored only if such restoration is approved by the holders of a majority of the voting power of the corporation. The NRS allows a corporation to “opt-out” of the control share acquisitions statute by providing in such corporation’s articles of incorporation or bylaws that the control share acquisitions statute does not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.
No Cumulative Voting. Where cumulative voting is permitted in the election of directors, each share is entitled to as many votes as there are directors to be elected and each shareholder may cast all of its votes for a single director nominee or distribute them among two or more director nominees. Thus, cumulative voting makes it easier for a minority shareholder to elect a director. Our articles of incorporation deny shareholders the right to vote cumulatively.
Authorized But Unissued Shares
Our
articles of incorporation permit the board to authorize the issuance of preferred stock, and to designate the rights and preferences of our preferred stock, without obtaining shareholder approval. One of the effects of undesignated preferred stock may be to enable the board to render more difficult or to discourage a third party’s attempt to obtain control of Workhorse Group by means of a tender offer, proxy contest, merger, or otherwise. The issuance of shares of preferred stock also may discourage a party from making a bid for the common stock because the issuance may adversely affect the rights of the holders of common stock. For example, preferred stock that we issue may rank prior to the common stock as to dividend rights, liquidation preference, or both, may have special voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of
preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our common stock.
Dates Referenced Herein and Documents Incorporated by Reference
