[10-Q] Workhorse Group, Inc Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Workhorse Group Inc. reported $6.3 million of sales and a net loss of $35.4 million for the six months ended June 30, 2025. The company had $2.2 million of cash, $22.5 million of restricted cash, net inventory of $32.8 million and accounts payable of $10.8 million, resulting in negative working capital of $9.8 million and an accumulated deficit of $888.8 million, and management states substantial doubt about the Company's ability to continue as a going concern.
The filing discloses a signed Merger Agreement with Motiv Power Systems, a Sale-Leaseback of the Union City facility for $20 million, a $5 million subordinated secured convertible note and Waiver/Repayment arrangements that include depositing approximately $9.9 million cash collateral to the lockbox and proposed repayment of outstanding 2024 Notes. The 2024 Notes and related warrants remain material financing items with fair value estimates disclosed.
Workhorse Group Inc. ha registrato vendite per 6,3 milioni di dollari e una perdita netta di 35,4 milioni di dollari per i sei mesi conclusi al 30 giugno 2025. La societ脿 disponeva di 2,2 milioni di dollari in contanti, 22,5 milioni di contanti vincolati, un inventario netto di 32,8 milioni e debiti verso fornitori per 10,8 milioni, con capitale circolante negativo di 9,8 milioni e un disavanzo accumulato di 888,8 milioni; la direzione esprime substantial doubt sulla capacit脿 della Societ脿 di proseguire come azienda in funzionamento.
Il deposito rivela un Merger Agreement firmato con Motiv Power Systems, una cessione con leaseback dell鈥檌mpianto di Union City per 20 milioni di dollari, una nota convertibile garantita subordinata da 5 milioni e accordi di waiver/repayment che comprendono il deposito di circa 9,9 milioni di dollari come garanzia nel lockbox e la proposta di rimborsare le note in scadenza 2024. Le note 2024 e i warrant correlati restano strumenti di finanziamento rilevanti con stime del fair value divulgate.
Workhorse Group Inc. inform贸 ventas de 6,3 millones de d贸lares y una p茅rdida neta de 35,4 millones de d贸lares durante los seis meses terminados el 30 de junio de 2025. La compa帽铆a ten铆a 2,2 millones de d贸lares en efectivo, 22,5 millones en efectivo restringido, inventario neto por 32,8 millones y cuentas por pagar por 10,8 millones, resultando en capital de trabajo negativo de 9,8 millones y un d茅ficit acumulado de 888,8 millones; la direcci贸n declara substantial doubt sobre la capacidad de la Compa帽铆a para continuar como negocio en marcha.
La presentaci贸n revela un Acuerdo de Fusi贸n firmado con Motiv Power Systems, una venta con arrendamiento posterior (sale-leaseback) de la instalaci贸n de Union City por 20 millones de d贸lares, una nota convertible garantizada subordinada de 5 millones y acuerdos de exenci贸n/reembolso que incluyen el dep贸sito de aproximadamente 9,9 millones de d贸lares como colateral en el lockbox y la propuesta de reembolso de las Notas 2024 pendientes. Las Notas 2024 y los warrants relacionados siguen siendo instrumentos de financiaci贸n importantes con estimaciones de valor razonable divulgadas.
Workhorse Group Inc.電� 2025雲� 6鞗� 30鞚茧 膦呺霅� 6臧滌洈 霃欖晥 毵れ稖 630毵� 雼煬鞕� 靾滌啇鞁� 3,540毵� 雼煬毳� 氤搓碃頄堨姷雼堧嫟. 須岇偓電� 順勱笀 220毵� 雼煬, 鞝滍暅霅� 順勱笀 2,250毵� 雼煬, 靾滌灛瓿犾瀽靷� 3,280毵� 雼煬, 毵れ瀰毂勲 1,080毵� 雼煬毳� 氤挫湢頃� 鞖挫爠鞛愲掣鞚� 毵堨澊雱堨姢 980毵� 雼煬鞚搓碃 雸勳爜 鞝侅瀽臧� 8鞏�8,880毵� 雼煬鞐� 雼晿氅�, 瓴届榿歆勳潃 須岇偓鞚� 瓿勳啀 旮办梾 臧�鞝曥棎 雽�頃� substantial doubt鞚� 響滊獏頃橁碃 鞛堨姷雼堧嫟.
瓿奠嫓鞐愲姅 Motiv Power Systems鞕� 觳搓舶頃� 頃╇硲瓿勳暯靹�, Union City 鞁滌劋鞐� 雽�頃� 2,000毵� 雼煬 攴滊鞚� 毵り皝 頉� 毽姢氚�(sale-leaseback), 500毵� 雼煬鞚� 頉勳垳鞙� 雼措炒 鞝勴櫂靷眲 氚� 鞎� 990毵� 雼煬鞚� 順勱笀 雼措炒毳� 霛诫皶鞀�(lockbox)鞐� 鞓堨箻頃橁碃 氙戈舶鞝� 2024 雲疙姼鞚� 靸來櫂鞚� 鞝滌晥頃橂姅 氅挫牅/靸來櫂 順戩爼鞚� 韽暔霅橃柎 鞛堨姷雼堧嫟. 2024 雲疙姼 氚� 甏�霠� 鞗岆煱韸鸽姅 鞐爠頌� 欷戩殧頃� 鞛愱笀臁半嫭 頃鞙茧 瓿奠爼臧�旃� 於旍爼旃橁皜 瓿奠嫓霅橃柎 鞛堨姷雼堧嫟.
Workhorse Group Inc. a d茅clar茅 6,3 millions de dollars de ventes et une perte nette de 35,4 millions de dollars pour les six mois clos le 30 juin 2025. La soci茅t茅 disposait de 2,2 millions de dollars de tr茅sorerie, de 22,5 millions de tr茅sorerie affect茅e, d'un stock net de 32,8 millions et de comptes fournisseurs pour 10,8 millions, entra卯nant un fonds de roulement n茅gatif de 9,8 millions et un d茅ficit accumul茅 de 888,8 millions ; la direction exprime substantial doubt quant 脿 la capacit茅 de la Soci茅t茅 脿 poursuivre son activit茅.
Le d茅p么t r茅v猫le un accord de fusion sign茅 avec Motiv Power Systems, une op茅ration de vente鈥� et鈥憆etour (sale鈥憀easeback) de l'installation de Union City pour 20 millions de dollars, une billet convertible garanti subordonn茅 de 5 millions et des accords de renonciation/remboursement incluant le d茅p么t d'environ 9,9 millions de dollars de garantie en lockbox et la proposition de remboursement des billets 2024 en circulation. Les billets 2024 et les warrants associ茅s restent des 茅l茅ments de financement significatifs avec des estimations de juste valeur divulgu茅es.
Workhorse Group Inc. meldete f眉r die sechs Monate zum 30. Juni 2025 einen Umsatz von 6,3 Millionen US-Dollar und einen Nettoverlust von 35,4 Millionen US-Dollar. Das Unternehmen verf眉gte 眉ber 2,2 Millionen US-Dollar an liquiden Mitteln, 22,5 Millionen an gebundenen Barmitteln, einen Nettobestand von 32,8 Millionen und Verbindlichkeiten aus Lieferungen und Leistungen von 10,8 Millionen, was zu einem negativen Working Capital von 9,8 Millionen und einem kumulierten Fehlbetrag von 888,8 Millionen f眉hrte; das Management 盲u脽ert substantial doubt an der F盲higkeit des Unternehmens, fortzufahren.
Die Einreichung offenbart einen unterzeichneten Merger Agreement mit Motiv Power Systems, einen Sale-Leaseback der Anlage in Union City f眉r 20 Millionen US-Dollar, eine nachrangige besicherte Wandelanleihe 眉ber 5 Millionen sowie Waiver-/R眉ckzahlungsvereinbarungen, die u. a. die Hinterlegung von rund 9,9 Millionen US-Dollar als Sicherheiten im Lockbox und den vorgeschlagenen R眉ckkauf der ausstehenden 2024-Notes vorsehen. Die 2024-Notes und die dazugeh枚rigen Warrants bleiben wesentliche Finanzierungsinstrumente, deren beizulegende Zeitwertsch盲tzungen offengelegt werden.
Positive
- Signed Merger Agreement with Motiv Power Systems providing a path for strategic combination and restructuring of indebtedness
- Sale-leaseback of Union City facility for $20 million (proposed proceeds to support repayment and corporate purposes)
- Convertible Financing of $5 million provided by Motiv investor affiliate to fund repayment and operations
- Approximately $9.9 million cash collateral deposited to lockbox under Repayment Agreements to facilitate repayment of 2024 Notes at Closing
- Regained Nasdaq $1.00 minimum bid price compliance following the 2025 reverse stock split
Negative
- Substantial doubt about ability to continue as a going concern due to recurring losses and projected capital needs
- Low unrestricted cash of $2.2 million and negative working capital of $9.8 million as of June 30, 2025
- Accumulated deficit of $888.8 million and net loss of $35.4 million for the six months ended June 30, 2025
- Supplier payment delays and reduced procurement that constrain near-term production and could limit ability to meet demand
- Significant dilution and contractual restrictions from the 2024 Notes, warrants and the proposed exchanges and conversions
Insights
TL;DR: Results show deep operating losses and tight liquidity; recent transactions aim to materially change capital structure but execution risk remains.
Workhorse's interim results highlight low free cash and negative working capital, creating near-term liquidity pressure. Management's plan relies heavily on the recently announced Merger, lockbox releases, Sale-Leaseback proceeds and convertible financing to address cash needs. These actions could materially alter the balance sheet, but they are conditional and carry dilution, covenant and timing risks. The going concern disclosure is the primary investor risk until financing events are completed and funds are available.
TL;DR: The Motiv merger, sale-leaseback and convertible financing provide an actionable financing path that could materially improve liquidity if closed.
The Merger Agreement with Motiv plus the $20 million Sale-Leaseback and a $5 million subordinated convertible note create near-term financing catalysts and a plan to repay the 2024 Notes via cash collateral and warrant exchanges. These combined transactions, if consummated as described, are impactful and likely to reduce near-term default risk and restructure creditor claims, though they produce significant dilution to existing shareholders and include closing conditions and restrictions that could delay or prevent realization.
Workhorse Group Inc. ha registrato vendite per 6,3 milioni di dollari e una perdita netta di 35,4 milioni di dollari per i sei mesi conclusi al 30 giugno 2025. La societ脿 disponeva di 2,2 milioni di dollari in contanti, 22,5 milioni di contanti vincolati, un inventario netto di 32,8 milioni e debiti verso fornitori per 10,8 milioni, con capitale circolante negativo di 9,8 milioni e un disavanzo accumulato di 888,8 milioni; la direzione esprime substantial doubt sulla capacit脿 della Societ脿 di proseguire come azienda in funzionamento.
Il deposito rivela un Merger Agreement firmato con Motiv Power Systems, una cessione con leaseback dell鈥檌mpianto di Union City per 20 milioni di dollari, una nota convertibile garantita subordinata da 5 milioni e accordi di waiver/repayment che comprendono il deposito di circa 9,9 milioni di dollari come garanzia nel lockbox e la proposta di rimborsare le note in scadenza 2024. Le note 2024 e i warrant correlati restano strumenti di finanziamento rilevanti con stime del fair value divulgate.
Workhorse Group Inc. inform贸 ventas de 6,3 millones de d贸lares y una p茅rdida neta de 35,4 millones de d贸lares durante los seis meses terminados el 30 de junio de 2025. La compa帽铆a ten铆a 2,2 millones de d贸lares en efectivo, 22,5 millones en efectivo restringido, inventario neto por 32,8 millones y cuentas por pagar por 10,8 millones, resultando en capital de trabajo negativo de 9,8 millones y un d茅ficit acumulado de 888,8 millones; la direcci贸n declara substantial doubt sobre la capacidad de la Compa帽铆a para continuar como negocio en marcha.
La presentaci贸n revela un Acuerdo de Fusi贸n firmado con Motiv Power Systems, una venta con arrendamiento posterior (sale-leaseback) de la instalaci贸n de Union City por 20 millones de d贸lares, una nota convertible garantizada subordinada de 5 millones y acuerdos de exenci贸n/reembolso que incluyen el dep贸sito de aproximadamente 9,9 millones de d贸lares como colateral en el lockbox y la propuesta de reembolso de las Notas 2024 pendientes. Las Notas 2024 y los warrants relacionados siguen siendo instrumentos de financiaci贸n importantes con estimaciones de valor razonable divulgadas.
Workhorse Group Inc.電� 2025雲� 6鞗� 30鞚茧 膦呺霅� 6臧滌洈 霃欖晥 毵れ稖 630毵� 雼煬鞕� 靾滌啇鞁� 3,540毵� 雼煬毳� 氤搓碃頄堨姷雼堧嫟. 須岇偓電� 順勱笀 220毵� 雼煬, 鞝滍暅霅� 順勱笀 2,250毵� 雼煬, 靾滌灛瓿犾瀽靷� 3,280毵� 雼煬, 毵れ瀰毂勲 1,080毵� 雼煬毳� 氤挫湢頃� 鞖挫爠鞛愲掣鞚� 毵堨澊雱堨姢 980毵� 雼煬鞚搓碃 雸勳爜 鞝侅瀽臧� 8鞏�8,880毵� 雼煬鞐� 雼晿氅�, 瓴届榿歆勳潃 須岇偓鞚� 瓿勳啀 旮办梾 臧�鞝曥棎 雽�頃� substantial doubt鞚� 響滊獏頃橁碃 鞛堨姷雼堧嫟.
瓿奠嫓鞐愲姅 Motiv Power Systems鞕� 觳搓舶頃� 頃╇硲瓿勳暯靹�, Union City 鞁滌劋鞐� 雽�頃� 2,000毵� 雼煬 攴滊鞚� 毵り皝 頉� 毽姢氚�(sale-leaseback), 500毵� 雼煬鞚� 頉勳垳鞙� 雼措炒 鞝勴櫂靷眲 氚� 鞎� 990毵� 雼煬鞚� 順勱笀 雼措炒毳� 霛诫皶鞀�(lockbox)鞐� 鞓堨箻頃橁碃 氙戈舶鞝� 2024 雲疙姼鞚� 靸來櫂鞚� 鞝滌晥頃橂姅 氅挫牅/靸來櫂 順戩爼鞚� 韽暔霅橃柎 鞛堨姷雼堧嫟. 2024 雲疙姼 氚� 甏�霠� 鞗岆煱韸鸽姅 鞐爠頌� 欷戩殧頃� 鞛愱笀臁半嫭 頃鞙茧 瓿奠爼臧�旃� 於旍爼旃橁皜 瓿奠嫓霅橃柎 鞛堨姷雼堧嫟.
Workhorse Group Inc. a d茅clar茅 6,3 millions de dollars de ventes et une perte nette de 35,4 millions de dollars pour les six mois clos le 30 juin 2025. La soci茅t茅 disposait de 2,2 millions de dollars de tr茅sorerie, de 22,5 millions de tr茅sorerie affect茅e, d'un stock net de 32,8 millions et de comptes fournisseurs pour 10,8 millions, entra卯nant un fonds de roulement n茅gatif de 9,8 millions et un d茅ficit accumul茅 de 888,8 millions ; la direction exprime substantial doubt quant 脿 la capacit茅 de la Soci茅t茅 脿 poursuivre son activit茅.
Le d茅p么t r茅v猫le un accord de fusion sign茅 avec Motiv Power Systems, une op茅ration de vente鈥� et鈥憆etour (sale鈥憀easeback) de l'installation de Union City pour 20 millions de dollars, une billet convertible garanti subordonn茅 de 5 millions et des accords de renonciation/remboursement incluant le d茅p么t d'environ 9,9 millions de dollars de garantie en lockbox et la proposition de remboursement des billets 2024 en circulation. Les billets 2024 et les warrants associ茅s restent des 茅l茅ments de financement significatifs avec des estimations de juste valeur divulgu茅es.
Workhorse Group Inc. meldete f眉r die sechs Monate zum 30. Juni 2025 einen Umsatz von 6,3 Millionen US-Dollar und einen Nettoverlust von 35,4 Millionen US-Dollar. Das Unternehmen verf眉gte 眉ber 2,2 Millionen US-Dollar an liquiden Mitteln, 22,5 Millionen an gebundenen Barmitteln, einen Nettobestand von 32,8 Millionen und Verbindlichkeiten aus Lieferungen und Leistungen von 10,8 Millionen, was zu einem negativen Working Capital von 9,8 Millionen und einem kumulierten Fehlbetrag von 888,8 Millionen f眉hrte; das Management 盲u脽ert substantial doubt an der F盲higkeit des Unternehmens, fortzufahren.
Die Einreichung offenbart einen unterzeichneten Merger Agreement mit Motiv Power Systems, einen Sale-Leaseback der Anlage in Union City f眉r 20 Millionen US-Dollar, eine nachrangige besicherte Wandelanleihe 眉ber 5 Millionen sowie Waiver-/R眉ckzahlungsvereinbarungen, die u. a. die Hinterlegung von rund 9,9 Millionen US-Dollar als Sicherheiten im Lockbox und den vorgeschlagenen R眉ckkauf der ausstehenden 2024-Notes vorsehen. Die 2024-Notes und die dazugeh枚rigen Warrants bleiben wesentliche Finanzierungsinstrumente, deren beizulegende Zeitwertsch盲tzungen offengelegt werden.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission file number: 001-37673
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
1 (888 ) 646-5205
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| The NASDAQ Capital Market | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| ☒ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the Registrant’s Common Stock, $0.001 par value per share, outstanding as of August 12, 2025, was 15,373,266 .
TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements (Unaudited) | 1 | ||||||
Condensed Consolidated Balance Sheets | 1 | |||||||
Condensed Consolidated Statements of Operations | 2 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity | 3 | |||||||
Condensed Consolidated Statements of Cash Flows | 5 | |||||||
Notes to Condensed Consolidated Financial Statements | 6 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 | ||||||
Item 4. | Controls and Procedures | 38 | ||||||
PART II | OTHER INFORMATION | 40 | ||||||
Item 1. | Legal Proceedings | 40 | ||||||
Item 1A. | Risk Factors | 40 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 | ||||||
Item 3. | Defaults Upon Senior Securities | 42 | ||||||
Item 4. | Mine Safety Disclosures | 42 | ||||||
Item 5. | Other Information | 42 | ||||||
Item 6. | Exhibits | 43 | ||||||
SIGNATURES | 44 | |||||||
i
Forward-Looking Statements
The discussions in this Quarterly Report on Form 10-Q (“Report”) contain forward-looking statements reflecting our current expectations that involve risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this Report, the words “anticipate,” “expect,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue from existing products, expected expenses including those related to selling and marketing, product development and general and administrative, our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our products' functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy of our liquidity and capital resources, including our ability to receive sufficient funding from our existing financing arrangements or from future financings and the expected terms of such financing, and expected growth in business. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained in this Report.
Factors that could cause actual results to differ materially include, but are not limited to: the outcome of continuing discussions between the parties with respect to the Recent Transactions (as defined below), including the possibility that the parties may terminate certain of the Recent Transactions or that the terms of certain of the Recent Transactions may change; our ability to consummate the Recent Transactions or achieve the expected synergies and/or efficiencies; potential regulatory delays; the industry and market reaction to the announcement of the Recent Transactions; the effect of the announcement of the Recent Transactions on the ability of the parties to operate their businesses and retain and hire key personnel and to maintain favorable business relationships; the possibility that the integration of the Merger parties (as defined below) may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; the ability to obtain regulatory and other approvals required to consummate the Recent Transactions, including from Nasdaq; our ability to develop and manufacture our product portfolio, including the W4 CC, W750, and W56 and other programs; our ability to attract and retain customers for our existing and new products; ongoing and anticipated changes in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and changes to regulatory agencies; the implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response to such tariffs by foreign governments; risks associated with obtaining orders and executing upon such orders; the unavailability, reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board’s Advanced Clean Fleet regulation; changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with which we do business; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting our Company, our customers, our suppliers or the industry; our ability to capitalize on opportunities to deliver products to meet customer requirements; our limited operations and need to expand and enhance elements of our production process to fulfill product orders; our general inability to raise additional capital to fund our operations and business plan; our ability to receive sufficient proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such financing; our ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps we have taken, including reverse splits of our Common Stock, on our operations, stock price and future access to funds; our ability to protect our intellectual property; market acceptance of our products; our ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and, our ability to control our expenses; the effectiveness of our cost control measures and impact such measures could have on our operations, including the effects of furloughing employees; potential competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflicts in Ukraine and the Middle East) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management team; our inability to satisfy our customer warranty claims; the outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.; and other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission (“SEC”), including under the “Risk Factors” section of our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
Forward-looking statements speak only as of the date they are made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
All references in this Report that refer to the “Company”, “Workhorse Group”, “Workhorse”, “we,” “us” or “our” are to Workhorse Group Inc.
ii
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Workhorse Group Inc.
Condensed Consolidated Balance Sheets
(Unaudited) June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, less allowance for credit losses of $ | |||||||||||
| Other receivables, net | |||||||||||
| Inventory, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net | |||||||||||
Operating lease right-of-use assets, net | |||||||||||
| Finance lease right-of-use assets, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities and other current liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Warranty liability | |||||||||||
| Operating lease liability - current portion | |||||||||||
| Finance lease liability - current portion | |||||||||||
| Warrant liability at fair value | |||||||||||
| Convertible notes at fair value | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liability-long-term | |||||||||||
| Financing lease liability-long-term | |||||||||||
| Total Liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ Equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital * | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
* Periods presented have been adjusted to reflect the 2024 reverse stock split (1-for-20), which was effective June 17, 2024 and the 2025 reverse stock split (1-for-12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q
See accompanying notes to the Condensed Consolidated Financial Statements.
1
Workhorse Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales, net of returns and allowances | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross loss | ( | ( | ( | ( | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of convertible notes | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of warrants | ( | ( | |||||||||||||||||||||
| Loss before provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share of common stock | |||||||||||||||||||||||
Basic and Diluted* | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares used in computing net loss per share of common stock | |||||||||||||||||||||||
Basic and Diluted* | |||||||||||||||||||||||
* Periods presented have been adjusted to reflect the 2024 reverse stock split (1-for-20), which was effective June 17, 2024 and the 2025 reverse stock split (1-for-12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q
See accompanying notes to the Condensed Consolidated Financial Statements.
2
Workhorse Group Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Additional Paid-in Capital* | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares* | Amount* | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ATM | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under 2023 Warrant Exchange | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under ELOC Purchase Agreement | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under 2024 Securities Purchase Agreement | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock options and vesting of restricted shares** | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under 2024 Securities Purchase Agreement | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock options and vesting of restricted shares** | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $( | $ | |||||||||||||||||||||||||||||||||||||||||||
* Periods presented have been adjusted to reflect the 2024 reverse stock split (1-for-20), which was effective June 17, 2024 and the 2025 reverse stock split (1-for-12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q
**Net of tax payments related to shares withheld for option exercises and vested stock.
See accompanying notes to the Condensed Consolidated Financial Statements.
3
Workhorse Group Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Additional Paid-in Capital* | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares* | Amount* | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under ATM | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under Convertible Note | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock options and vesting of restricted shares** | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation** | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under Convertible Note | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock options and vesting of restricted shares** | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation** | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
* Periods presented have been adjusted to reflect the 2024 reverse stock split (1-for-20), which was effective June 17, 2024 and the 2025 reverse stock split (1-for-12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q
**Net of tax payments related to shares withheld for option exercises and vested stock.
See accompanying notes to the Condensed Consolidated Financial Statements
4
Workhorse Group Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Change in inventory and prepaid purchases reserve | |||||||||||
| Non-cash lease expense | |||||||||||
| Change in fair value and gain on conversion of 2026 Notes and Warrants | ( | ||||||||||
| Non-cash change in fair value loss of convertible notes | |||||||||||
| Non-cash change in fair value of warrants | ( | ||||||||||
| Non-cash payment of convertible notes | ( | ||||||||||
| Original issuance discount - non-cash fees on convertible notes | |||||||||||
| Effects of changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventory, net | ( | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Deferred revenue | ( | ||||||||||
| Warranty liability | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ||||||||||
| Net cash used in investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from convertible notes | |||||||||||
| Payments on convertible notes | ( | ||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Payments on finance lease | ( | ||||||||||
| Exercise of options and restricted share award activity | ( | ||||||||||
| Net cash provided by (used in) financing activities | |||||||||||
| Change in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash, beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash, end of the period | $ | $ | |||||||||
See accompanying notes to the Condensed Consolidated Financial Statements.
5
Workhorse Group Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.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 trucks. Our primary focus is to provide robust, sustainable and cost-effective solutions to the commercial transportation sector. We design, develop, manufacture and sell fully electric trucks.
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 at least one year after the date that 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 $6.3 million, incurred a net loss of $35.4 million and used $14.0 million of cash in operating activities during the six months ended June 30, 2025. As of June 30, 2025, we had $2.2 million of cash and cash equivalents and $22.5 million in restricted cash, net accounts receivable of $2.4 million, other receivables of $0.1 million, net inventory of $32.8 million and accounts payable of $10.8 million. As of June 30, 2025, the Company had negative working capital of $9.8 million and an accumulated deficit of $888.8 million.
As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks 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 trucks and other services.
•Reducing expenses and limiting non-contracted capital expenditures.
•Receiving proceeds from our current financing arrangements, including through our 2024 Securities Purchase Agreement (as defined below).
•Sale Leaseback of Union City, Indiana Manufacturing Facility
As disclosed previously, our executive officers agreed to defer approximately 20 % of their cash compensation from the first quarter of 2024 through the third quarter of 2024. The deferred compensation remained outstanding until the Company determined it had sufficient liquidity to make payment. In July 2025, the Company paid the deferred compensation of $0.4 million, which was recorded in Accrued liabilities and other current liabilities in the Condensed Consolidated Balance Sheets, to the participating executive officers.
It is essential that we have access to capital as we bring our existing line of trucks to market, scale up production and sales of such trucks and continue to develop additional variations of our existing trucks and our next generation of trucks. 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.
6
Our revenues from operations are unlikely to be sufficient to meet our liquidity requirements for the twelve months following the date of the issuance of our Condensed Consolidated Financial Statements, and, accordingly, our ability to continue as a going concern depends on our ability to obtain and receive proceeds from third-party financing. We currently expect that our primary source of third-party financing will be the proceeds of the Tenth Additional 2024 Note (as defined below), which we issued under our 2024 Securities Purchase Agreement, the Sale Leaseback, and the Convertible Note. As of August 12, 2025, approximately $15.1 million of the gross proceeds of the Tenth Additional 2024 Note had been released from the lockbox account and approximately $17.4 million of such proceeds remain in the lockbox account and will be available to us only upon satisfaction or waiver of the conditions described below. Accordingly, there can be no assurance that any or all of such proceeds will be available to us on a timely basis or ever.
Under the ATM Agreement, we may offer and sell shares of our Common Stock having an aggregate sales price of up to $175.0 million, at amounts and times determined by management. During the year ended December 31, 2024, we issued 0.2 million shares under the ATM Agreement for net proceeds of $4.2 million, as adjusted for our 2025 Reverse Stock Split (as defined below). During the six months ended June 30, 2025, no 0.5 million shares under the ATM Agreement, for net proceeds of $2.7 million. As of June 30, 2025, approximately $95.0 million remained available under the ATM Agreement. Certain of our other existing financing arrangements place certain conditions and restrictions on the use of our ATM Agreement. In addition, the terms of our existing financing arrangements impose substantial restrictions on our ability to obtain additional financing.
Because of the foregoing, our ability to obtain additional proceeds from financing is extremely limited under current conditions, and if we are unable to obtain such proceeds, 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.
These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these accompanying Condensed Consolidated Financial Statements.
In order to manage liquidity and operating capital, the Company has taken or plans to take the actions described below.
Financings under the 2024 Securities Purchase Agreement
As part of management’s plan to raise capital to fund operations, we have entered into a financing arrangement that makes liquidity available in both 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, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the “2024 Notes”) that are convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”) and (ii) warrants (the “2024 Warrants”) to purchase shares of Common Stock.
During the three months ended March 31, 2025, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $38.5 million and (ii) 2024 Warrants to purchase up to 4.4 million shares of Common Stock (following adjustment for our 2025 Reverse Stock Split). During the three months ended June 30, 2025, the Company did not issue or sell to the Investor any additional notes and warrants. As of June 30, 2025, we had issued and sold to the Investor (i) 2024 Notes in the aggregate original principal amount of $77.5 million and (ii) 2024 Warrants to purchase up to 5.7 million shares of Common Stock pursuant to the 2024 Securities Purchase Agreement (following adjustment in connection with our 2024 Reverse Stock Split and our 2025 Reverse Stock Split).
As described in our Current Report on Form 8-K filed with the SEC on February 12, 2025. we issued a 2024 Note in aggregate principal amount of $35.0 million (the “Tenth Additional 2024 Note”) which is governed by a lockbox letter entered into between the Company and the Investor (the “Lockbox Letter”). Pursuant to the Lockbox Letter, the net proceeds of $30.6 million, after a 12.5 % original issue discount and related fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the 2024 Securities Purchase Agreement. Funds may be released from the lockbox account from time to time (i) in an amount corresponding to the principal amount converted, if the investor converts any portion of the Tenth Additional 2024 Note; (ii) in the amount of $2.6 million each calendar month, if we satisfy the conditions of a Market Release Event (as defined in the Lockbox Letter), including minimum Common Stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. As of August 12, 2025, approximately $15.1 million of the gross proceeds of the Tenth Additional 2024 Note had been released from the lockbox account. Although we expect that we will receive additional funds held in the lockbox account during the term of the Tenth Additional 2024 Note, it is possible that the foregoing events will not occur with respect to some or all of the principal amount of the Tenth Additional 2024 Note and that, accordingly, we will not be able to draw any or all of the remaining funds in the lockbox account. Furthermore, there is no
7
assurance that we will receive any additional proceeds beyond those from the Tenth Additional 2024 Note under the 2024 Securities Purchase Agreement.
As of June 30, 2025, $33.6 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, as of June 30, 2025, the 2024 Securities Purchase Agreement contemplates additional closings of 2024 Notes of up to $61.5 million in aggregate principal amount of additional 2024 Notes and corresponding 2024 Warrants.
On August 15, 2025, the Company entered into the Repayment Agreement (as defined below), pursuant to which it agreed to repay its outstanding obligations under the 2024 Notes in connection with the Merger and exchange all of the Investor’s 2024 Warrants for rights to acquire shares of the Company’s Common Stock. In addition, the Investor waived its right to effect Additional Closings (as defined in the 2024 Securities Purchase Agreement for more information, see “Recent Developments—Waiver, Repayment and Exchange Agreement” below.
Recent Developments
Merger Agreement with Motiv Power Systems, Inc.
On August 15, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse, Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate Parent”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Subsidiary”), and Motiv Power Systems, Inc., a Delaware of corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Motiv’s investors will receive a number of shares of Workhorse’s Common Stock, based on a ratio calculated in accordance with the Merger Agreement (the “Merger Consideration”). Upon closing of the Merger (the “Closing”), all of the issued and outstanding shares of Motiv’s common stock and preferred stock will be cancelled, and Workhorse will be the ultimate indirect parent of 100 % of Motiv. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration.
Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will own approximately 62.5 %, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5 %, and the 2024 Note Holder (as defined below) will own Rights (as defined below) to receive Workhorse Common Stock representing approximately 11 % of Workhorse, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing (as defined below), and (ii) the Convertible Financing (as defined below). Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted.
Merger Closing Financing
The Merger Agreement includes a condition to closing that entities affiliated with Motiv’s largest investor (the “Motiv Investor”) provide Workhorse with up to $20 million in debt financing (the “Closing Debt Financing”) at the Closing. Under the Closing Debt Financing, approximately $10 million is to be made available after the Closing for general corporate purposes pursuant to a revolving credit facility, and $10 million is to be made available after the Closing to fund vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. The terms of the Closing Debt Financing have not been finalized, but the parties expect that it will contain customary terms, conditions, including borrowing conditions, and covenants for similar transactions. The Closing Debt Financing will be guaranteed by Workhorse’s subsidiaries and secured by substantially all non-real estate assets of Workhorse and its subsidiaries. In addition, Workhorse and Motiv have agreed to use their commercially reasonable best efforts to effect an equity financing for Workhorse on terms mutually acceptable to the parties (the “Equity Financing”).
Sale Leaseback of Union City, IN Facility
8
On August 15, 2025, in connection with the sale and leaseback transaction (the “Sale Leaseback”), a subsidiary of Workhorse, Workhorse Motor Works Inc., entered into a Purchase and Sale Agreement with an affiliate of the Motiv Investor (the “Property Purchaser”) for the sale of its Union City, Indiana manufacturing facility and campus (the “Property”), excluding any equipment and any fixtures solely used in the production of vehicles, to the Property Purchaser for a purchase price, before fees and expenses, of $20 million. Workhorse plans to use the proceeds for the Repayment (as defined below), to pay transaction expenses, and for general corporate purposes.
Convertible Financing
On August 15, 2025, Workhorse issued to an affiliate of the Motiv Investor (the “Convertible Note Holder”) a Subordinated Secured Convertible Note (the “Convertible Note”) with an aggregate original principal amount of $5 million (the “Convertible Financing”). The Convertible Note was issued without original issue discount, and Workhorse will receive $5 million in proceeds, prior to fees and expenses, which Workhorse plans to use for the Repayment and other general corporate purposes. The Convertible Note bears interest at a rate of 8 % per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries, pursuant to the terms of a certain Subsidiary Guarantee and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement.
Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. Following the Closing of the Merger, the Convertible Note will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90 % of the price per share paid by investors in the Equity Financing.
Waiver, Repayment and Exchange Agreement
On August 15, 2025, Workhorse entered into Waiver, Repayment and Exchange Agreements (each, a “Repayment Agreement” and collectively, the “Repayment Agreements”) by and among Workhorse and the investors party thereto (collectively, the “2024 Note Holder”).
Upon entry into the Repayment Agreements, Workhorse will deposit approximately $9.9 million (the “Cash Collateral”) into the previously disclosed Lockbox Account (the “Lockbox”), with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The Cash Collateral will bear interest at a rate equal to 5 % per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of the date hereof is approximately $30.9 million, at 100 % of the face amount, plus accrued interest (the “Repayment”). Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.
In addition, Workhorse will issue the 2024 Note Holder rights (the “Rights”) to acquire shares of Workhorse Common Stock in exchange (the “Warrant Exchange”) for the cancellation of all of the Warrants issued to the 2024 Note Holder. The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30 % of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing. The Exchange will occur on the Closing Date, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes. The Rights are exercisable at the discretion of the holder at any time to the extent the number of shares of Workhorse Common Stock held by the holder does not exceed 9.99 % of the then outstanding shares of Workhorse Common Stock.
In addition, the Repayment Agreement amended certain provisions of the Securities Purchase Agreement, by and among Workhorse and the 2024 Note Holder (the “2024 Securities Purchase Agreement”). The 2024 Note Holder also waived its right to effect and agreed not to request any Additional Closing (as defined in the 2024 Securities Purchase Agreement), effective as of the date of Closing or the abandonment of the Merger. The 2024 Note Holder also consented to the issuance of the Convertible Note, including the Security Agreement and the Subsidiary Guarantee, the Sale Leaseback, and the Merger and related transactions.
The Merger, the Sale Leaseback, the Convertible Financing, and the Repayment, the Warrant Exchange, and the related transactions contemplated thereby are collectively referred to herein as the “Recent Transactions.”
9
Cost-saving Measures
As previously disclosed, a key part of management’s plan to improve liquidity and meet working capital needs involves reducing operating costs to lower cash usage and ease pressure on available liquidity. Many of the cost-saving measures implemented in 2024 have continued to yield benefits through the period ended June 30, 2025. In addition, we significantly reduced other operating costs during the first six months of 2025 compared to the prior year period including, but not limited to, reductions in third-party consulting arrangements, lower research and development activities and associated internal and external costs related to new vehicle program development, consolidation of activities within back-office functions to take advantage of associated personnel attrition and other cost control actions.
We also substantially decreased the procurement of raw materials for future commercial vehicle production, which has notably affected the near-term production and availability of our W56 vehicle platform. Additionally, we are overdue on payments to certain suppliers for outstanding accounts payable. Certain purchased components for our trucks have supplier long-lead times of up to 24 weeks. While we are focused on the sale of existing inventory on hand, in the event of an increase in market demand for our W56 vehicle, we may not have sufficient cash resources to fund working capital requirements without support from our customer and supplier base, or the availability of additional third-party financing arrangements. We are currently working with certain of our suppliers to extend or restructure the payment terms of its outstanding accounts payable as well as terms and conditions related to the purchase of materials necessary for future production.
Management plans to continue to seek additional opportunities to reduce costs and, in particular, cash expenditures, in a manner intended to minimize their adverse impact on our core operations. Management intends to continue to maintain a significantly reduced capital expenditures and only allocate capital for manufacturing equipment and tooling, as needed for future production to support firm orders. There can be no assurance that the measures described above, or any other cost-saving measures we may implement in the future will be sufficient to address our immediate or longer-term liquidity and working capital needs. Moreover, it is possible that such measures will have an adverse effect on our operations and product plans.
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 2024 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, to concentrate on its commercial electric vehicle business. The Aero Divestiture has provided an estimated monthly cost savings of approximately $0.4 million. Under the agreement’s earn-out provisions, the Company was eligible to receive a portion of the proceeds if the Aero business realized positive net cash flow, however, it has been determined that Aero did not have positive net cash flow, and therefore no payments will be received under the earn-out. The loss on the Aero Divestiture was $0.7 million of which $0.4 million was included in Selling, general and administrative expenses and $0.3 million in Cost of sales in the 2024 Consolidated Statement of Operations for the year ended December 31, 2024.
NASDAQ Listing Requirements and Reverse Stock Split
On March 17, 2025, we effectuated a 1-for-12.5 reverse stock split of our authorized shares and outstanding shares of Common Stock (the “2025 Reverse Stock Split”). We adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of our outstanding stock options, warrants, restricted stock, and restricted stock units to reflect the effects of the 2025 Reverse Stock Split. The 2025 Reverse Stock Split was intended to allow us to regain compliance with the Nasdaq’s $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”). We received notification from Nasdaq Capital Markets on April 1, 2025, that we had regained compliance with the Minimum Bid Requirement. As of June 30, 2025 and through the date of this filing, we were in compliance with the Minimum Bid Requirement.
In addition, Nasdaq has recently adopted new rules that could hinder our ability to cure any future deficiency and maintain the continued listing of our Common Stock. These new rules, which became effective in January 2025: (i) provide for the immediate delisting with no grace period of any listed company that falls out of compliance with the Minimum Bid Requirement for the second time in a twelve-month period, (ii) provide for immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and (iii) limit the ratio of reverse stock splits used to regain compliance with the Minimum Bid Price Requirement to a cumulative ratio of 1-to-250 in any two-year period. These Nasdaq rules limit our ability to affect a subsequent reverse stock split, including in the event our Common Stock fails to comply with the $1.00 Minimum Bid Requirement in the future.
Basis of Presentation and Consolidation
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The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Workhorse Group Inc. and its subsidiaries, with all intercompany transactions and balances having been eliminated. The Company prepared the Condensed Consolidated Financial Statements in accordance with United States generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and, in the Company’s opinion, reflect all necessary adjustments, including normal recurring items that are necessary.
The Company operates as a single reporting segment under ASC 280, Segment Reporting, (“ASC 280”), consistent with how management evaluates and prioritizes investment and resource allocation decisions and assesses operating performance.
These Condensed Consolidated Financial Statements and the notes thereto for the periods presented have been adjusted to reflect the Company’s June 17, 2024 1-for-20 reverse stock split (the “2024 Reverse Stock Split”) and the 2025 Reverse Stock Split, a 1-for-12.5 reverse stock split effective March 17, 2025, in each case of its issued and outstanding shares of Common Stock.
The Company has elected the fair value option for its convertible debt and associated warrants. This election was made to align the measurement of these financial instruments with their market values and simplify the accounting for the components. Changes in fair value of convertible debt and warrants are recognized in the Condensed Consolidated Statements of Operations.
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 Consolidated Financial Statements contained in our 2024 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.
Reclassifications
2. INVENTORY, NET
Inventory, net consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Less: inventory reserves | ( | ( | |||||||||
| Inventory, net | $ | $ | |||||||||
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. As of June 30, 2025, and December 31, 2024, we carried inventory reserves of $15.0 million and $11.6 million, respectively. The increase in inventory reserves was primarily attributable to excess inventory due to slower than anticipated truck sales offset by our efforts to convert our on-hand inventory into finished goods, as well as sell and dispose of inventory that has been fully reserved.
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During the three months ended June 30, 2025 and 2024, we recorded net write-downs of $4.3 million and $2.5 million, respectively, in Cost of sales in the Condensed Consolidated Statements of Operations. During the six months ended June 30, 2025 and 2024, we recorded net write-downs of $4.6 million and $4.6 million, respectively, in Cost of sales in the Condensed Consolidated Statements of Operations.
3. 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 concluded that our investment in Tropos was impaired due to economic conditions and uncertainties that had materially impacted Tropos’ performance and financial position. The impairment was deemed other-than-temporary, as the decline in the investment’s fair value is not expected to recover in the foreseeable future. We recorded an impairment charge of $10.0 million, representing the difference between the investment’s original cost and its fair value on the assessment date. This loss was recognized in “Other (loss) income” in our Consolidated Statements of Operations for the year ended December 31, 2023. The impairment did not relieve the Company of its obligation to provide assembly services under the Assembly Services Agreement. Accordingly, we continue to carry related obligations in Deferred Revenue in the Condensed Consolidated Balance Sheets.
However, we believe Tropos is in material default under the agreement and intend to terminate it. Upon termination, we will no longer be obligated to perform assembly services, and the corresponding Deferred Revenue balance will be removed. As of June 30, 2025, and December 31, 2024, deferred revenue related to the Assembly Services Agreement was $4.7
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Prepaid purchases | $ | $ | |||||||||
| Less: prepaid purchases reserve | ( | ( | |||||||||
| Prepaid purchases, net | |||||||||||
| Prepaid insurance | |||||||||||
| Right of return asset | |||||||||||
| Other | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
Prepaid purchases consist of deposits made to our suppliers for non-recurring engineering costs and production parts. As of June 30, 2025 and December 31, 2024, net prepaid purchases primarily consisted of deposits for direct materials associated with our W4 CC and W750 trucks.
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5. REVENUE
The following table provides a summary of sales activity for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Vehicles | $ | $ | $ | ||||||||||||||||||||
Services, parts and accessories | |||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Vehicles
Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
Services, Parts and Accessories
Services, parts and accessories revenue consists of non-warranty after-sales vehicle services, body shop and parts, and assembly services. It also includes revenue generated from operating our Stables by Workhorse route, and other service revenue. We recognize revenue related to sales of service, parts and other accessories when we transfer control of the items. For the majority of vehicles, parts, and accessories, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer (dealers and distributors). We recognize service revenue upon the transfer of control to the customer, which is generally at the time the service is completed.
For the six months ending June 30, 2025 and 2024, two entities represented 10% or more of our total revenues.
Deferred Revenue
Deferred revenue related to our Assembly Services Agreement with Tropos Technologies, Inc and sales of select vehicles consisted of the following:
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Deferred revenue, beginning of period | $ | $ | ||||||||||||
| Additions | ||||||||||||||
| Revenue recognized | ( | ( | ||||||||||||
| Deferred revenue, end of period | $ | $ | ||||||||||||
| Less: current portion | ||||||||||||||
| Long-term deferred revenue, end of period | $ | $ | ||||||||||||
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6. ACCRUED AND OTHER CURRENT LIABILITIES
Accrued and other current liabilities consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| ATW Alternative Floor Mark Up | $ | $ | |||||||||
| UPS allowance | |||||||||||
| Compensation and related costs | |||||||||||
| Sales returns and allowances | |||||||||||
| Accrued interest | |||||||||||
| Supplier allowance | |||||||||||
| Other | |||||||||||
| Total accrued and other current liabilities | $ | $ | |||||||||
Warranty Liability
We generally provide a manufacturer’s warranty on all new vehicles we sell. We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. The amount of warranty liability accrued reflects management’s best estimate of the nature, frequency, and costs of future claims. Historically, the cost of fulfilling the warranty obligations has principally involved replacement parts, towing and transportation costs, labor and sometimes travel for any field retrofit campaigns. Our estimates are based on historical experience, the extent of pre-production testing, the number of units involved, and the extent of features/components included in product models.
Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ, and we may be exposed to increases or decreases in our warranty liability accrual that could be material. The change in the Warranty liability consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Warranty liability, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Warranty costs incurred | ( | ( | ( | ( | |||||||||||||||||||
Provision for warranty(1) | ( | ||||||||||||||||||||||
| Warranty liability, end of period | $ | $ | $ | $ | |||||||||||||||||||
7. DEBT
A reconciliation of the fair value of convertible notes is as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||
| Fair value of convertible notes, beginning of period | $ | $ | |||||||||||||||
| Fair value of convertible notes issued during period | |||||||||||||||||
Payments on convertible notes | ( | ||||||||||||||||
Change in fair value of convertible notes (1) | ( | ( | |||||||||||||||
| Fair value of convertible notes exchanged for common stock | ( | ( | |||||||||||||||
| Fair value of convertible notes, end of period | $ | $ | |||||||||||||||
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(1) The Company recognizes changes in fair value of convertible notes for Common Stock, net in the Condensed Consolidated Statements of Operations.
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.
The 2024 Notes include an alternate conversion feature allowing the Holder, at their option, to convert all or a portion of the outstanding principal and accrued interest into Common Stock at an Alternate Conversion Price. This conversion right may be exercised either at the Holder’s discretion or upon the occurrence of certain defined events of default.
As of June 30, 2025, the Company recognized a $2.0 million payable to the Holder related to the Alternate Conversion provisions, primarily driven by the application of a “floor price” condition. This amount is recorded within Accrued liabilities and other current liabilities on the Condensed Consolidated Balance Sheets and is expected to be settled through a combination of cash payments and/or issuance of shares pursuant to the terms of the Notes.
As of June 30, 2025, the Company had issued and sold to the Investor $77.5 million in the original principal amount of 2024 Notes and Warrants to purchase up to 5.7 million shares of Common Stock, subject to adjustments following the Company’s 2024 and 2025 Reverse Stock Splits. As of June 30, 2025, $39.5 million aggregate principal amount of the 2024 Notes remained outstanding at fair value, and no shares had been issued upon exercise of the Warrants.
The 2024 Notes and Warrants contain beneficial ownership limitations prohibiting conversion or exercise to the extent that such action would cause the Holder to beneficially own more than 9.99 % of the Company’s outstanding Common Stock immediately following such conversion or exercise.
2024 Notes
The 2024 Notes were issued with original issue discount of 12.5 %, resulting in $67.8 million of net proceeds to the Company before fees and expenses as of June 30, 2025. The 2024 Notes 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 with U.S. Bank Trust Company, National Association, as trustee, and supplemental indentures thereto.
Each 2024 Notes 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 Notes will mature on the one-year anniversary of the date of issuance, subject to extension at the option of the holders in certain circumstances as provided therein.
All amounts due under any 2024 Notes are convertible at any time, in whole or in part, at the option of the Investors 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 Notes 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 Notes 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.
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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. The 2024 Notes require 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, IN (the “Sale Leaseback”) has not been consummated and (ii) $4.0 million 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 Investor may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on any 2024 Notes in cash at the greater of (i) the face value of the amount of 2024 Notes to be redeemed at a 25 % premium or 10 % premium with respect to amounts held in the lockbox account (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 Notes 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 Notes.
In addition, during an event of default, the Investor may require us to redeem in cash all, or any portion, of any outstanding 2024 Notes at the greater of (i) the face value of our Common Stock underlying such 2024 Notes at a 75 % premium and (ii) the equity value of our Common Stock underlying such 2024 Notes. 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 Investor of such 2024 Notes waives such right to receive payment. Further, upon the sale of certain assets, the Investor 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, 2025, $33.6 million in aggregate principal amount remained outstanding under the 2024 Notes. Of this amount, $21.9 million is considered restricted cash, resulting in a net outstanding aggregate principal amount of $11.7 million.
During the three and six months ended June 30, 2025, the Investor converted $13.5 million and $19.4 million fair value of principal into Common Stock, respectively, and we recorded a $5.4 million and $7.0 million fair value net gain in the Condensed Consolidated Statements of Operations, respectively.
As of June 30, 2025, the estimated fair value of the 2024 Notes totaled $39.5 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.
On August 15, 2025, we entered into the Repayment Agreement with the Investor providing for the Repayment of the 2024
Notes in connection with the Closing of the Merger. See “Note 1, Waiver, Repayment and Exchange Agreement” for more
information. We also issued the Convertible Note. See, “Note 1, Convertible Financing” for more information.
We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model:
Issuance Date | December 16, 2024 | |||||||
Maturity Date | December 16, 2025 | |||||||
Principal Balance as of the Valuation Date | $ | |||||||
Risk-Free Rate (Annual) | % | |||||||
Corporate Bond Yield | % | |||||||
Volatility (Annual) | % | |||||||
| Outstanding Principal | $ | |||||||
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Issuance Date | February 12, 2025 | |||||||
Maturity Date | February 12, 2026 | |||||||
Principal Balance as of the Valuation Date | $ | |||||||
Risk-Free Rate (Annual) | % | |||||||
Corporate Bond Yield | % | |||||||
Volatility (Annual) | % | |||||||
| Outstanding Principal | $ | |||||||
As of June 30, 2025, the Company was in compliance with the debt terms and associated covenants under the 2024 Notes.
Warrants Exercisable
During the six months ended June 30, 2025, the Company issued 2024 Warrants to purchase 4.4 million shares of Common Stock at an exercise price of $8.75 per share (following adjustment in connection with the Company’s 2024 Reverse Stock Split and 2025 Reverse Stock Split). No warrants were issued during the three months ended June 30, 2025. The exercise price of the outstanding 2024 Warrants is subject to adjustment to a price based on the then-current market price of the Common Stock upon the occurrence of certain Stock Combination Events, including, without limitation, a reverse split of the Common Stock. We expect that such an adjustment may be required as a result of the 2025 Reverse Stock Split and that any such adjustment would affect the fair value of the 2024 Warrants. As of June 30, 2025, no shares had been issued pursuant to the 2024 Warrants.
Under the 2024 Warrants, the Investor has a purchase right that allows the Investor to participate in transactions in which the Company issues or sells certain securities or other property to holders of Common Stock, allowing the Investor to acquire, on the terms and conditions applicable to such purchase rights, the aggregate purchase rights which the holder would have been able to acquire if the holder held the number of shares of Common Stock acquirable upon exercise of the 2024 Warrants.
In the event of a Fundamental Transaction (as defined in the 2024 Warrants) that is not a change of control or corporate event as described in the 2024 Warrants, the surviving entity would be required to assume the Company’s obligations under the 2024 Warrants. In addition, if the Company engages in certain transactions that result in the holders of the Common Stock receiving consideration, a holder of the 2024 Warrants will have the option to either (i) exercise the 2024 Warrants prior to the consummation of such transaction and receive the consideration to be issued or distributed in connection with such transaction or (ii) cause the Company to repurchase the 2024 Warrants for its then Black Scholes Value (as defined in the 2024 Warrants).
As of June 30, 2025, the estimated fair value of the 2024 Warrants as of each respective issuance date totaled $3.1 million. For the six months ending June 30, 2025, we recorded a $2.6 million net fair value gain, compared to a $4.4 million net fair value loss for the same period in 2024, in Change in fair value of warrants in the Condensed Consolidated Statement of Operations related to the 2024 Warrants. The fair value of the 2024 Warrants was measured using the Black Scholes model approach.
On August 15, 2025, we entered into the Repayment Agreement, providing for the Exchange of the 2024 Warrants in
connection with the Closing of the Merger. See “Note 1, Waiver, Repayment and Exchange Agreement” for more information.
Significant inputs to the model at each respective issuance date and June 30, 2025, were as follows:
| Valuation Assumptions | June 30, 2025 | Initial Recognition on March 15, 2024 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | ||||||||||||||
| Risk-Free Rate | ||||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
17
| Valuation Assumptions | June 30, 2025 | Initial Recognition on May 10, 2024 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | ||||||||||||||
| Risk-Free Rate | ||||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
| Valuation Assumptions | June 30, 2025 | Initial Recognition on May 29, 2024 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | ||||||||||||||
| Risk-Free Rate | ||||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
| Valuation Assumptions | June 30, 2025 | Initial Recognition on July 18, 2024 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | % | |||||||||||||
| Risk-Free Rate | % | |||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
18
| Valuation Assumptions | June 30, 2025 | Initial Recognition on August 23, 2024 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | % | |||||||||||||
| Risk-Free Rate | % | |||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
| Valuation Assumptions | June 30, 2025 | Initial Recognition on September 30, 2024 | |||||||||
| Fair Value | $ | $ | |||||||||
| Stock Price | $ | $ | |||||||||
| Strike Price | $ | $ | |||||||||
| Volatility (annual) | % | ||||||||||
| Risk-Free Rate | % | ||||||||||
| Estimated time to expiration (years) | |||||||||||
| Dividend Yield | |||||||||||
| Valuation Assumptions | June 30, 2025 | Initial Recognition on February 12, 2025 | ||||||||||||
| Fair Value | $ | $ | ||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Strike Price | $ | $ | ||||||||||||
| Volatility (annual) | % | |||||||||||||
| Risk-Free Rate | % | |||||||||||||
| Estimated time to expiration (years) | ||||||||||||||
| Dividend Yield | ||||||||||||||
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815”). In order for a warrant to be classified in stockholders’ equity (deficit), the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification.
If a warrant does not meet the conditions for stockholders’ equity (deficit) classification, it is carried in the Condensed Consolidated Balance Sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the Condensed Consolidated Statements of Operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity (deficit) in the Condensed Consolidated Balance Sheets, and the amount initially recorded is not subsequently remeasured at fair value.
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8. 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 for an operating lease associated with the Aero business whereby the buyer agreed to reimburse the Company for the monthly operating lease payment of approximately $52,000 per month. In connection with the Waiver, we agreed to waive the buyer’s obligation to reimburse these amounts going forward and, accordingly, we will not realize these savings in future periods through the remaining term of the lease.
On August 15, 2025, we consummated the Sale Leaseback transaction. See, “Note 1, Sale Leaseback of Union City, IN
Facility” for more information.
Lease right-of-use assets consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | |||||||||||
| Total lease right-of-use assets | $ | $ | |||||||||
Lease liabilities consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
| Total Lease Liabilities | |||||||||||
| Less current portion Operating | ( | ( | |||||||||
| Less current portion Financing | ( | ||||||||||
| Long-term portion Operating | $ | $ | |||||||||
| Long-term portion Financing | $ | $ | |||||||||
During the six months ended June 30, 2025, the Company reassessed the classification of a previously reported financing lease in accordance with ASC 842 and determined that the lease should be reclassified as an operating lease due to changes in the underlying lease terms. The reclassification resulted in a decrease in lease liabilities and right-of-use assets associated with financing leases and a corresponding increase in those associated with operating leases.
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9. FAIR VALUE MEASUREMENTS
We estimate the fair value of the 2024 Notes and 2024 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, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Warrant liability | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Convertible notes | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
The following table presents a roll-forward of the fair value of the convertible notes payable, derivative liability, derivative asset and warrant liability that will continue to be measured at fair value on a recurring basis for which fair value is determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy as of June 30, 2025.
| Convertible Notes Payable | Warrant Liability | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||
| Fair value issued during period | |||||||||||||||||
| Change in fair value during the period | ( | ( | |||||||||||||||
| Conversion to common stock | ( | ||||||||||||||||
| Balance at June 30, 2025 | $ | $ | |||||||||||||||
As of June 30, 2025, there have been no changes in the valuation methodologies or classification of our Level 1 and Level 3 fair value measurements. The Company continues to utilize consistent approaches in determining the fair value of assets and liabilities categorized within these levels, in accordance with ASC 820.
10. 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. The Plans collectively authorize the Company to issue up to 1.4 million shares of Common Stock. Total shares remaining available for stock incentive grants under the Plans totaled approximately 0.2 million as of June 30, 2025. We have granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance share units (“PSUs”) under the Plans.
The Company effected the 2024 Reverse Stock Split on June 17, 2024, and the 2025 Reverse Stock Split on March 17, 2025. While the 2024 Reverse Stock Split did not impact the authorized number of shares of Common Stock, the 2025 Reverse Stock Split resulted in a reduction in the number of authorized shares by a factor of 12.5.
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 2024 Reverse Stock Split and 2025 Reverse Stock 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:
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| Restricted stock awards | |||||||||||||||||||||||
| Restricted stock units | ( | ||||||||||||||||||||||
| Performance-based restricted stock awards | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Stock options
A summary of stock option activity for the six months ended June 30, 2025 is as follows:
| Number of Options | Weighted Average Exercise Price per Option | Weighted Average Remaining Contractual Life (Years) | |||||||||||||||
| Balance, Outstanding, beginning of year | $ | ||||||||||||||||
| Exercised | |||||||||||||||||
| Outstanding, end of quarter | $ | ||||||||||||||||
| Exercisable, end of quarter | $ | ||||||||||||||||
As of June 30, 2025, there was no unrecognized compensation expense for unvested options.
Restricted stock awards
A summary of RSA activity for the six months ended June 30, 2025 is as follows:
| Number of Unvested Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Unvested restricted stock as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | |||||||||||
| Forfeited | |||||||||||
| Unvested restricted stock as of June 30, 2025 | $ | ||||||||||
Restricted stock units
A summary of RSU activity for the six months ended June 30, 2025 is as follows:
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| Number of Unvested Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Balance, December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | |||||||||||
| Forfeited | |||||||||||
| Balance, June 30, 2025 | $ | ||||||||||
As of June 30, 2025, unrecognized compensation expense was $0.7 million for unvested RSA and RSU which is expected to be recognized over the next 0.6 years.
Performance share units
As of June 30, 2025, the number of unvested PSUs was 6,488 shares. The vesting of PSUs is conditioned upon achievement of certain performance objectives over a performance period ending December 31, 2024, and 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, 2025, is as follows:
| Number of Unvested Shares | Weighted Average Grant Date Fair Value per Share | |||||||||||||
| Balance, December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ||||||||||||||
| Forfeited | ( | |||||||||||||
Balance, June 30, 2025 | $ | |||||||||||||
As of June 30, 2025, unrecognized compensation expense was $0.3 million performance measures are expected to be met and vest and be recognized over the next 0.6 years.
A summary of the PSU awards with cumulative adjusted EBITDA targets for the six months ended June 30, 2025 is as follows:
| Number of Unvested Shares | |||||
| Balance, December 31, 2024 | |||||
| Granted | |||||
| Vested | |||||
| Forfeited | ( | ||||
Balance, June 30, 2025 | |||||
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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, 2025, 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.
11. STOCKHOLDERS’ EQUITY
Common Stock
We have one class of Common Stock, par value $0.001 one vote on all matters submitted to stockholders. The Company effected the 2024 Reverse Stock Split and 2025 Reverse Stock Split of the Company’s then issued and outstanding shares of Common Stock. The 2025 Reverse Stock Split did affect the number of authorized shares of Common Stock for issuance, and, as of June 30, 2025, our authorized shares of Common Stock for issuance was 36.0 million.
At-The-Market Sales Agreement
On March 10, 2022, we established an at-the-market equity program through our ATM Agreement. Under the ATM Agreement, we may offer and sell shares of our Common Stock having an aggregate sales price of up to $175.0 million.
During the three and six months ended June 30, 2025, no 0.5 million shares under the program, generating net proceeds of $2.7 million. As of June 30, 2025, approximately $95.0 million remains available under the ATM Agreement. Certain of our other existing financing arrangements place certain conditions and restrictions on the use of our ATM Agreement.
Lincoln Park Capital Purchase Agreement
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. Concurrently with entering into the ELOC Purchase Agreement, the Company also entered into a registration rights agreement (the “ELOC Registration Rights Agreement”) with the Purchaser, whereby the issuance of the shares pursuant to the ELOC Purchase Agreement were registered pursuant to the Company’s effective shelf registration statement on Form S-3, and the related base prospectus included in the registration statement, as supplemented by a prospectus supplement filed on December 27, 2023.
The Company may direct the Purchaser, at its sole discretion, and subject to certain conditions, to purchase up to 1.0 million shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances to 1.25 million shares if the closing price is not below $0.40 and up to 1.5 million if the closing price is not below $0.50 provided the Purchaser’s committed obligation under any single Regular Purchase shall not exceed $2.0 million. The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to 97.5 % of the lower of the lowest sale price of Common Stock on the Purchase Date for such Regular Purchase and the arithmetic average of the three lowest closing sale prices for the Common Stock during the ten consecutive business days ending on the business day immediately prior to the Purchase Date, with a floor of $0.10 . In the event the Company issues the full amount allowed under a Regular Purchase on any given business day, we may also direct the Purchaser to purchase additional amounts as accelerated purchases. The purchase price for the accelerated and additional accelerated purchases shall be equal to the lesser of 97.0 % of such day’s the VWAP of the Common Stock on the principal market and the closing sale price of the Common Stock on such day.
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During the three and six months ended June 30, 2025, the Company did not 48,000 shares of Common Stock (adjusted for the 2024 Reverse Stock Split and 2025 Reverse Stock Split) pursuant to the ELOC Purchase Agreement and received proceeds of $3.1 million. The Company does not expect to issue and sell additional shares under the ELOC due to restrictions contained in its other financing arrangements.
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, 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 (liability). The Company has analyzed the terms of the freestanding purchased put right and has concluded that it had insignificant value as of June 30, 2025.
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, qualifications, limitations and restrictions thereof, applicable to the shares of preferred stock. As of June 30, 2025, there were no
Warrants
In connection with the issuance of debt and Common Stock, we issued warrants to purchase shares of our Common Stock that have been classified as liabilities in the Condensed Consolidated Financial Statements. As of June 30, 2025, there were approximately 5.7 million Warrants outstanding.
12. INCOME TAXES
13. 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024* | 2025 | 2024* | ||||||||||||||||||||
| Stock-based awards and warrants | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
* Periods presented have been adjusted to reflect the 2024 reverse stock split (1-for-20), which was effective June 17, 2024 and the 2025 reverse stock split (1-for-12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to this Quarterly Report on Form 10-Q.
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14. RECENT ACCOUNTING PRONOUNCEMENTS
Adoption of New Accounting Standards
ASC 280, Segment Reporting. The Company operates as a single reporting segment under ASC 280, which encompasses the design, manufacture, and distribution of all-electric vehicles as an Original Equipment Manufacturers (OEMs).The Chief Executive Officer (CEO), as the Company’s Chief Operating Decision Maker (CODM), evaluates financial performance and allocates resources based on consolidated financial information, including total revenues, operating income, and profitability for the business as a whole. As such, segment information has been presented at the consolidated level, as there are no additional reportable segments in the context of ASC 280.
Accounting Standards Issued But Not Yet Adopted
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 is not expected to have an impact on 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.
15. 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 vehicles, 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. Discovery has closed. On November 27, 2024, CSI filed a motion for summary judgment. The parties fully briefed CSI’s motion by the end of December 2024. The parties are now awaiting a decision from the court on CSI’s motion, and with the motion pending, the Court recently vacated the previous pretrial and trial dates, leaving no set trial date at this time. As of June 30, 2025, the Company has accrued $1.0 million in connection with this dispute along with the outstanding trade amounts.
16. SUBSEQUENT EVENTS
Merger Agreement with Motiv Power Systems, Inc.
On August 15, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse, Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate Parent”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Subsidiary”), and
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Motiv Power Systems, Inc., a Delaware of corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Motiv’s investors will receive a number of shares of Workhorse’s Common Stock, based on a ratio calculated in accordance with the Merger Agreement (the “Merger Consideration”). Upon closing of the Merger (the “Closing”), all of the issued and outstanding shares of Motiv’s common stock and preferred stock will be cancelled, and Workhorse will be the ultimate indirect parent of 100 % of Motiv. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration.
Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will own approximately 62.5 %, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5 %, and the 2024 Note Holder (as defined below) will own Rights (as defined below) to receive Workhorse Common Stock representing approximately 11 % of Workhorse, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing (as defined below), and (ii) the Convertible Financing (as defined below). Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted.
Merger Closing Financing
The Merger Agreement includes a condition to closing that entities affiliated with Motiv’s largest investor (the “Motiv Investor”) provide Workhorse with up to $20 million in debt financing (the “Closing Debt Financing”) at the Closing. Under the Closing Debt Financing, approximately $10 million is to be made available after the Closing for general corporate purposes pursuant to a revolving credit facility, and $10 million is to be made available after the Closing to fund vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. The terms of the Closing Debt Financing have not been finalized, but the parties expect that it will contain customary terms, conditions, including borrowing conditions, and covenants for similar transactions. The Closing Debt Financing will be guaranteed by Workhorse’s subsidiaries and secured by substantially all non-real estate assets of Workhorse and its subsidiaries. In addition, Workhorse and Motiv have agreed to use their commercially reasonable best efforts to effect an equity financing for Workhorse on terms mutually acceptable to the parties (the “Equity Financing”).
Sale Leaseback of Union City, IN Facility
On August 15, 2025, in connection with the sale and leaseback transaction (the “Sale Leaseback”), a subsidiary of Workhorse, Workhorse Motor Works Inc., entered into a Purchase and Sale Agreement with an affiliate of the Motiv Investor (the “Property Purchaser”) for the sale of its Union City, Indiana manufacturing facility and campus (the “Property”), excluding any equipment and any fixtures solely used in the production of vehicles, to the Property Purchaser for a purchase price, before fees and expenses, of $20 million. Workhorse plans to use the proceeds for the Repayment (as defined below), to pay transaction expenses, and for general corporate purposes.
Convertible Financing
On August 15, 2025, Workhorse issued to an affiliate of the Motiv Investor (the “Convertible Note Holder”) a Subordinated Secured Convertible Note (the “Convertible Note”) with an aggregate original principal amount of $5 million (the “Convertible Financing”). The Convertible Note was issued without original issue discount, and Workhorse will receive $5 million in proceeds, prior to fees and expenses, which Workhorse plans to use for the Repayment and other general corporate purposes. The Convertible Note bears interest at a rate of 8 % per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries, pursuant to the terms of a certain Subsidiary Guarantee and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement.
Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. Following the
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Closing of the Merger, the Convertible Note will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90 % of the price per share paid by investors in the Equity Financing.
Waiver, Repayment and Exchange Agreement
On August 15, 2025, Workhorse entered into Waiver, Repayment and Exchange Agreements (each, a “Repayment Agreement” and collectively, the “Repayment Agreements”) by and among Workhorse and the investors party thereto (collectively, the “2024 Note Holder” or the "Investor").
Upon entry into the Repayment Agreements, Workhorse will deposit approximately $9.9 million (the “Cash Collateral”) into the previously disclosed Lockbox Account (the “Lockbox”), with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The Cash Collateral will bear interest at a rate equal to 5 % per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of the date hereof is approximately $30.9 million, at 100 % of the face amount, plus accrued interest (the “Repayment”). Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.
In addition, Workhorse will issue the 2024 Note Holder rights (the “Rights”) to acquire shares of Workhorse Common Stock in exchange (the “Warrant Exchange”) for the cancellation of all of the Warrants issued to the 2024 Note Holder. The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30 % of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing. The Exchange will occur on the Closing Date, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes. The Rights are exercisable at the discretion of the holder at any time to the extent the number of shares of Workhorse Common Stock held by the holder does not exceed 9.99 % of the then outstanding shares of Workhorse Common Stock.
In addition, the Repayment Agreement amended certain provisions of the Securities Purchase Agreement, by and among Workhorse and the 2024 Note Holder (the “2024 Securities Purchase Agreement”). The 2024 Note Holder also waived its right to effect and agreed not to request any Additional Closing (as defined in the 2024 Securities Purchase Agreement), effective as of the date of Closing or the abandonment of the Merger. The 2024 Note Holder also consented to the issuance of the Convertible Note, including the Security Agreement and the Subsidiary Guarantee, the Sale Leaseback, and the Merger and related transactions.
17. SUPPLEMENTAL CASH FLOW INFORMATION
During the six months ended June 30, 2025, the Company extinguished $12.4 million in principal on the 2024 Notes through the issuance of 6.4 million shares of Common Stock upon Investor conversion, compared to $14.4 million through the issuance of 0.3 million shares during the same period in 2024 (following adjustment in connection with the 2024 Reverse Stock Split and the 2025 Reverse Stock Split). This non-cash debt-to-equity transaction reduced short-term debt and increased stockholders’ equity (deficit), as reflected in the Condensed Consolidated Balance Sheets.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are an American technology company with a vision to pioneer the transition to zero-emission commercial trucks. Our primary focus is to provide robust, sustainable, and cost-effective solutions to the commercial transportation sector. We design and manufacture all-electric trucks, including the technology that optimizes the way these trucks operate. We are focused on our core competency of bringing our electric delivery truck platforms to serve the last mile delivery market.
We continue to seek opportunities to grow the business organically, and by expanding relationships with existing and new customers. We believe we are well positioned to take advantage of long-term opportunities and continue our efforts to bring product innovations to market.
Recent Developments
Merger Agreement with Motiv Power Systems, Inc.
On August 15, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse, Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate Parent”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Subsidiary”), and Motiv Power Systems, Inc., a Delaware of corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Motiv’s investors will receive a number of shares of Workhorse’s Common Stock, based on a ratio calculated in accordance with the Merger Agreement (the “Merger Consideration”). Upon closing of the Merger (the “Closing”), all of the issued and outstanding shares of Motiv’s common stock and preferred stock will be cancelled, and Workhorse will be the ultimate indirect parent of 100% of Motiv. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration.
Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will own approximately 62.5%, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5%, and the 2024 Note Holder (as defined below) will own Rights (as defined below) to receive Workhorse Common Stock representing approximately 11% of Workhorse, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing (as defined below), and (ii) the Convertible Financing (as defined below). Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted.
Merger Closing Financing
The Merger Agreement includes a condition to closing that entities affiliated with Motiv’s largest investor (the “Motiv Investor”) provide Workhorse with up to $20 million in debt financing (the “Closing Debt Financing”) at the Closing. Under the Closing Debt Financing, approximately $10 million is to be made available after the Closing for general corporate purposes pursuant to a revolving credit facility, and $10 million is to be made available after the Closing to fund vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. The terms of the Closing Debt Financing have not been finalized, but the parties expect that it will contain customary terms, conditions, including borrowing conditions, and covenants for similar transactions. The Closing Debt Financing will be guaranteed by Workhorse’s subsidiaries and secured by substantially all non-real estate assets of Workhorse and its subsidiaries. In addition, Workhorse and Motiv have agreed to use their commercially reasonable best efforts to effect an equity financing for Workhorse on terms mutually acceptable to the parties (the “Equity Financing”).
Sale Leaseback of Union City, IN Facility
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On August 15, 2025, in connection with the sale and leaseback transaction (the “Sale Leaseback”), a subsidiary of Workhorse, Workhorse Motor Works Inc., entered into a Purchase and Sale Agreement with an affiliate of the Motiv Investor (the “Property Purchaser”) for the sale of its Union City, Indiana manufacturing facility and campus (the “Property”), excluding any equipment and any fixtures solely used in the production of vehicles, to the Property Purchaser for a purchase price, before fees and expenses, of $20 million. Workhorse plans to use the proceeds for the Repayment (as defined below), to pay transaction expenses, and for general corporate purposes.
Convertible Financing
On August 15, 2025, Workhorse issued to an affiliate of the Motiv Investor (the “Convertible Note Holder”) a Subordinated Secured Convertible Note (the “Convertible Note”) with an aggregate original principal amount of $5 million (the “Convertible Financing”). The Convertible Note was issued without original issue discount, and Workhorse will receive $5 million in proceeds, prior to fees and expenses, which Workhorse plans to use for the Repayment and other general corporate purposes. The Convertible Note bears interest at a rate of 8% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries, pursuant to the terms of a certain Subsidiary Guarantee and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement.
Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. Following the Closing of the Merger, the Convertible Note will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing.
Waiver, Repayment and Exchange Agreement
On August 15, 2025, Workhorse entered into Waiver, Repayment and Exchange Agreements (each, a “Repayment Agreement” and collectively, the “Repayment Agreements”) by and among Workhorse and the investors party thereto (collectively, the “2024 Note Holder”).
Upon entry into the Repayment Agreements, Workhorse will deposit approximately $9.9 million (the “Cash Collateral”) into the previously disclosed Lockbox Account (the “Lockbox”), with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The Cash Collateral will bear interest at a rate equal to 5% per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of the date hereof is approximately $30.9 million, at 100% of the face amount, plus accrued interest (the “Repayment”). Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.
In addition, Workhorse will issue the 2024 Note Holder rights (the “Rights”) to acquire shares of Workhorse Common Stock in exchange (the “Warrant Exchange”) for the cancellation of all of the Warrants issued to the 2024 Note Holder. The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30% of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing. The Exchange will occur on the Closing Date, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes. The Rights are exercisable at the discretion of the holder at any time to the extent the number of shares of Workhorse Common Stock held by the holder does not exceed 9.99% of the then outstanding shares of Workhorse Common Stock.
In addition, the Repayment Agreement amended certain provisions of the Securities Purchase Agreement, by and among Workhorse and the 2024 Note Holder (the “2024 Securities Purchase Agreement”). The 2024 Note Holder also waived its right to effect and agreed not to request any Additional Closing (as defined in the 2024 Securities Purchase Agreement), effective as of the date of Closing or the abandonment of the Merger. The 2024 Note Holder also consented to the issuance of the Convertible Note, including the Security Agreement and the Subsidiary Guarantee, the Sale Leaseback, and the Merger and related transactions.
Going Concern; Financing
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As discussed more fully under Note 1, Summary of Business and Significant Accounting Principles; Liquidity, Capital Resources, and Going Concern, above, and Liquidity and Capital Resources; Going Concern, in the notes to our unaudited Condensed Consolidated Financial Statements included with this Quarterly Report on Form 10-Q, 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 requirements.
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, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the “2024 Notes”) that are convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”) and (ii) warrants (the “ 2024 Warrants”) to purchase shares of Common Stock.
Pursuant to the 2024 Securities Purchase Agreement, during the three and six months ended June 30, 2025, the Investor released approximately $5.8 million and $9.1 million from the lockbox account, respectively, and we had received net proceeds of approximately $5.4 million and $8.4 million, respectively, in connection with the Tenth Additional 2024 Note.
As described in our Current Report on Form 8-K filed with the SEC on February 12, 2025, we issued a 2024 Note in aggregate principal amount of $35.0 million (the “Tenth Additional 2024 Note”) is governed by a lockbox letter entered into between the Company and the Investor (the “Lockbox Letter”). Pursuant to the Lockbox Letter, the net proceeds of $30.6 million, after a 12.5% original issue discount and related fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the 2024 Securities Purchase Agreement. Funds may be released from the lockbox account from time to time (i) in an amount corresponding to the principal amount converted, if the Investor converts any portion of the Tenth Additional 2024 Note; (ii) in the amount of $2.6 million each calendar month, if we satisfy the conditions of a Market Release Event (as defined in the Lockbox Letter), including minimum Common Stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. As of August 12, 2025, the Investor had released approximately $15.1 million from the lockbox account, and we had received net proceeds of approximately $12.7 million. Although we expect that we will receive additional funds held in the lockbox account during the term of the Tenth Additional 2024 Note, it is possible that the foregoing events will not occur with respect to some or all of the principal amount of the Tenth Additional 2024 Note and that, accordingly, we will not be able to draw any or all of the remaining funds in the lockbox account.
Although the 2024 Securities Purchase Agreement contemplates the issuance of up to $61.5 million of additional 2024 Notes, the terms of our existing financing arrangements impose substantial restrictions on our ability to obtain additional financing. Accordingly, our ability to obtain liquidity through public sales of securities, including pursuant to our ATM Agreement (as
defined below) and the 2024 Securities Purchase Agreement, is substantially limited.
Because of the foregoing, our ability to obtain additional proceeds from financing is extremely limited under current conditions, and if we are unable to obtain such proceeds, 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.
These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of the accompanying Condensed Consolidated Financial Statements. On August 15, 2025, the Company entered into the Recent Transactions. For more information, see “Recent Developments” above.
Liquidity Improvement Measures
As previously disclosed, a key part of management’s plan to improve liquidity and meet working capital needs involves reducing operating costs to lower cash usage and ease pressure on available liquidity. Many of the cost-saving measures implemented in 2024 have continued to yield benefits through the six months ended June 30, 2025.
In addition, we significantly reduced other operating costs during the first six months of 2025 compared to the prior year period including, but not limited to, reductions in third-party consulting arrangements, lower research and development activities and associated internal and external costs related to new vehicle program development, consolidation of activities within back-office functions to take advantage of associated personnel attrition and other cost control actions.
As disclosed previously, our executive officers agreed to defer approximately 20% of their cash compensation from the first quarter of 2024 through the third quarter of 2024. The deferred compensation remained outstanding until the Company determined it had sufficient liquidity to make payment. In July 2025, the Company paid the deferred compensation of $0.4
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million, which was recorded in Accrued liabilities and other current liabilities in the Condensed Consolidated Balance Sheets, to the participating executive officers.
We also substantially decreased the procurement of raw materials for future commercial vehicle production, which has notably affected the near-term production and availability of our W56 vehicle platform. Additionally, we are overdue on payments to certain suppliers for outstanding accounts payable. Certain purchased components for our trucks have supplier long-lead times of up to 24 weeks. While we are focused on the sale of existing inventory on hand, in the event of an increase in market demand for our W56 vehicle, we may not have sufficient cash resources to fund working capital requirements without support from our customer and supplier base, or the availability of additional third-party financing arrangements. We are currently working with certain of our suppliers to extend or restructure the payment terms of its outstanding accounts payable as well as terms and conditions related to the purchase of materials necessary for future production.
Management plans to continue to seek additional opportunities to reduce costs and, in particular, cash expenditures, in a manner intended to minimize their adverse impact on our core operations. Management intends to continue to maintain significantly reduced capital expenditures and only allocate capital for manufacturing equipment and tooling, as needed for future production to support firm orders. There can be no assurance that the measures described above, or any other cost-saving measures we may implement in the future will be sufficient to address our immediate or longer-term liquidity and working capital needs. Moreover, it is possible that such measures will have an adverse effect on our operations.
On August 15, 2025, the Company entered into the Recent Transactions. For more information, see “Recent Developments” above.
Trucks in Production
We continue to focus on product quality, manufacturing capacity and operational planning, and engineering and design to enable increased deliveries and deployments of our products and future revenue growth. During the first six months of 2025, we continued executing our strategic product roadmap for our electric truck offerings, including the production of the W56 and the development of the W56 208-inch wheelbase truck program in both strip chassis and step van variants. We continued to electrify the fleet of trucks being used in our Stables by Workhorse initiative, which operates FedEx Ground delivery routes in the greater Cincinnati, OH area. The electrification of the fleet provides us with firsthand data on the benefits and challenges of independent fleet operators experience while executing last-mile delivery operations. The initiative also provides valuable insights into how our customers can plan for and manage the transition to EV operations, including how to develop adequate charging infrastructure, training and maintenance services. In addition to our ongoing production ramp in 2025, we intend to continue to generate demand and brand awareness by improving our trucks’ performance and functionality, and by developing new truck programs, including new W56 variants. We expect to continue to benefit from ongoing electrification of the commercial truck market and in particular “last mile delivery” sector.
Recent Trends and Market Conditions
We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, in this uncertain environment and we will endeavor to project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.
Market Demand. We continue to experience slower-than-anticipated industry wide electric truck adoption rates and lack of government subsidies and incentives available to our dealers as well as slower than expected roll-out of additional power to electric grids and the resulting effect on roll-outs of electric truck charging infrastructure, nationwide. Delayed governmental approvals in certain states and slower than expected proliferation of charging stations across the country have also adversely impacted demand. We expect these delays and the current and developing regulatory landscape in the United States to continue to slow adoption in 2026. The dynamic regulatory landscape is a significant consideration for our operations and strategic planning and remains uncertain. Proposed changes to California's Hybrid and Zero-Emission Truck and Bus Voucher Incentive Program ("HVIP") could negatively impact demand, if implemented. The removal of the Federal 45W tax-rebate for commercial vehicles will also impact a small percentage of customers. Weighing against these real and potential additional headwinds are the introduction of new incentive programs in some states as well as increased incentives in New York's, New York Truck Voucher Incentive Program ("NYTVIP").
Commodities. Commodity prices remain volatile, and we expect continued cost increases for key materials used in electric truck production, including lithium, cobalt, nickel, steel, and aluminum. Global demand shifts in supply and demand have caused uneven price trends across commodities, but overall we anticipate higher material costs. In addition, tariff measures under the new Presidential Administration could have raised the cost of imported automotive parts and raw materials. Although these
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tariffs are evolving, we are actively monitoring developments and evaluating potential impacts on our supply chain, production costs, and pricing strategies.
Supply Chain. We continue to develop relationships with suppliers of key parts, components and raw materials to be used in the manufacture of our products such as batteries, electronics, and truck chassis that are sourced from suppliers across the world. As we continue to execute on our new truck programs, we will continue to identify supplier relationships and truck program synergies which may allow us to take advantage of pricing efficiencies from economies of scale. Where available, we will utilize multiple supply sources for key parts, and we will work to qualify multiple supply sources to achieve pricing efficiencies and minimize potential production risks related to supply chain. As previously disclosed, we are currently working with certain of our vendors to extend or restructure the payment terms of past due accounts payable balances. We are also currently in litigation with one of our battery suppliers, Coulomb Solutions Inc. For more information concerning this matter, see Note 15, Commitments and Contingencies to the Condensed Consolidated Financial Statements included in this Form 10-Q.
Inflation. Inflation continues to impact our operations, resulting from both supply and demand imbalances as economies continue to face constraints as well as the impact on the availability and cost of energy and other commodities as a result of the ongoing conflicts in Ukraine and Israel. We are seeing a near-term impact on our business due to inflationary pressure. In an effort to dampen inflationary pressures, central bank interest rates continue to be higher, which would likely raise the cost of any financing the Company may undertake in the future.
Geopolitical. Our operations and results may be impacted due to uncertainty of the political environment and the current Presidential Administration. The Administration’s policies have affected support for the adoption of electric trucks, as well as the availability of government subsidies to fund the adoption of electric trucks and has implemented additional tariffs on imports that affect us and our industry. In addition, recent U.S. Supreme Court decisions that purport to limit the authority of federal executive agencies, including the EPA, may affect our industry in ways we cannot yet predict.
The following section provides a narrative discussion about our financial condition and results of operations. The narrative should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto included in Item 1 of this Form 10-Q and in conjunction with our 2024 Form 10-K.
Results of Operations
The Company operates as a single reporting segment under ASC 280, Segment Reporting, (“ASC 280”) consistent with how
management evaluates and prioritizes investment and resource allocation decisions and assesses operating performance.
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Our Condensed Consolidated Statements of Operations is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales, net of returns and allowances | $ | 5,669,469 | $ | 842,440 | $ | 6,310,391 | $ | 2,181,735 | |||||||||||||||
| Cost of sales | 13,051,356 | 7,301,348 | 18,216,119 | 14,744,126 | |||||||||||||||||||
| Gross loss | (7,381,887) | (6,458,908) | (11,905,728) | (12,562,391) | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general and administrative | $ | 5,844,698 | $ | 12,066,553 | $ | 12,628,609 | $ | 26,161,831 | |||||||||||||||
| Research and development | 1,246,348 | 1,992,779 | 2,775,367 | 5,520,690 | |||||||||||||||||||
| Total operating expenses | 7,091,047 | 14,059,332 | 15,403,976 | 31,682,521 | |||||||||||||||||||
| Loss from operations | (14,472,934) | (20,518,240) | (27,309,704) | (44,244,912) | |||||||||||||||||||
| Interest expense, net | (582,246) | (2,028,808) | (5,834,474) | (3,193,401) | |||||||||||||||||||
| Change in fair value of convertible notes | (1,641,893) | (3,130,051) | (4,913,988) | (3,597,925) | |||||||||||||||||||
| Change in fair value of warrants | 1,916,108 | (642,900) | 2,633,068 | (4,439,548) | |||||||||||||||||||
| Loss before provision for income taxes | (14,780,964) | (26,319,999) | (35,425,098) | (55,475,786) | |||||||||||||||||||
| Provision for income taxes | — | — | — | — | |||||||||||||||||||
| Net loss | $ | (14,780,964) | $ | (26,319,999) | $ | (35,425,098) | $ | (55,475,786) | |||||||||||||||
Sales, net of returns and allowances
Sales, net of returns and allowances for the three months ended June 30, 2025, and 2024 were $5.7 million and $0.8 million, respectively. Sales, net of returns and allowances for the six months ended June 30, 2025, and 2024 were $6.3 million and $2.2 million, respectively. For the three and six months ended June 30, 2025, the increase in sales of $4.8 million and $4.1 million, respectively, was primarily due to the increased delivery of W56 trucks in the current period, partially offset by the Aero divestiture and higher W4 CC truck sales in the prior period.
Cost of sales
Cost of sales for the three months ended June 30, 2025, and 2024 were $13.1 million and $7.3 million, respectively. The increase in Cost of sales of $5.8 million was primarily a result of higher sales volume and increase in inventory excess and obsolescence reserve of $1.8 million, which was partially offset by lower other production expenses of $1.2 million and lower direct and indirect labor costs of $0.2 million primarily due to lower headcount.
Cost of sales for the six months ended June 30, 2025 and 2024 were $18.2 million and $14.7 million, respectively. The increase in Cost of sales of $3.5 million was primarily due to an increase in sales volume as well as a $1.3 million increase in warranty reserve expenses which was offset by a $1.6 million decrease in direct and indirect labor costs and a $1.3 million reversal of infrastructure expenses previously accrued.
Selling, general and administrative expenses
Selling, general and administrative expenses (“SG&A”) expenses for the three months ended June 30, 2025, and 2024 were $5.8 and $12.1 million, respectively. The decrease in SG&A of $6.3 million was primarily driven by a $3.1 million decrease in employee compensation and related expenses primarily due to lower headcount, a decrease of $0.8 million in consulting related expenses, a decrease in legal and professional expenses of $1.1 million, a decrease of $0.5 million in insurance expenses, a decrease in IT-related expenses of $0.4 million, lower corporate insurance of $0.5 million, and a $0.2 million decrease in depreciation and amortization expense due to the Aero divestiture.
SG&A expenses during the six months ended June 30, 2025 and 2024 were $12.6 million and $26.2 million, respectively. The decrease in SG&A of $13.6 million was primarily driven by a $7.2 million decrease in employee compensation and related expenses due to lower headcount, a decrease of $1.8 million in consulting related expenses, a decrease in legal and professional expenses of $1.9 million, a decrease of $1.1 million in insurance expenses, a decrease in IT-related expenses of $0.9 million, and a $0.3 million decrease in depreciation and amortization expense due to the Aero divestiture.
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Research and development expenses
Research and development (“R&D”) expenses during the three months ended June 30, 2025, and 2024 were $1.2 million and $2.0 million, respectively. The decrease in R&D expenses of $0.7 million was primarily driven by a $0.1 million decrease in employee compensation and related expenses due to lower headcount, a $0.3 million decrease in prototype part expenses and $0.3 million decrease in rent expenses and depreciation and amortization expense.
Research and development (“R&D”) expenses during the six months ended June 30, 2025, and 2024 were $2.8 million and $5.5 million, respectively. The decrease in R&D expenses of $2.7 million was primarily driven by the successful completion of the W56 initial design and production of the W56 and the W56 208-inch wheelbase truck program.
Interest expense, net
For the three months ending June 30, 2025, Interest expense, net was $0.6 million, compared to $2.0 million for the three months ended June 30, 2024. The difference was primarily driven by higher financing fees related to the 2024 Notes recognized in the prior year period compared to the current period.
Interest expense, net for the six months ended June 30, 2025 was $5.8 million compared to $3.2 million for the six months ended June 30, 2024. The difference was primarily driven by higher financing fees related to the 2024 Notes recognized in the current period compared to prior year.
Change in fair value adjustment on notes
As June 30, 2025, the estimated fair value of the 2024 Notes totaled $39.5 million.
During the three and six months ended June 30, 2025, the Investor converted $13.5 million and $19.4 million fair value of principal into Common Stock, respectively, and we recorded a $5.4 million and $7.0 million fair value net gain on conversion in the Condensed Consolidated Statements of Operations, respectively. During the three months ended June 30, 2025 and 2024, we recorded a $1.6 million fair value net loss and a $3.1 million fair value net loss, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Notes. For the six months ended June 30, 2025 and 2024, we recorded a $4.9 million fair value net loss and a $3.6 million fair value net loss, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Notes.
Change in fair value adjustment on warrants
As June 30, 2025, the estimated fair value of the 2024 Warrants totaled $3.1 million.
During the three months ended June 30, 2025, and 2024, we recognized a net fair value gain of $1.9 million and a net fair value loss of $0.6 million, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Warrants. During the six months ended June 30, 2025, and 2024, we recognized a net fair value gain of $2.6 million and a net fair value loss of $4.4 million, respectively, in the Condensed Consolidated Statements of Operations related to the 2024 Warrants.
Provision for income taxes
Provision for income taxes during the three and six months ended June 30, 2025, and 2024 was zero. The Company continues to maintain a full valuation allowance against its deferred tax assets, as management has concluded that it is not more likely than not that these assets will be realized in the foreseeable future. In addition, no current federal or state income tax liability has been recorded in the accompanying Condensed Consolidated Financial Statements due to the Company’s loss position for the respective periods.
Liquidity and Capital Resources; Going Concern
We have financed our operations primarily through sales of equity securities and issuance of debt. We have utilized this capital for R&D to fund designing, building and delivering trucks to customers and for working capital purposes.
We had sales net of returns and allowances of $6.3 million, incurred a net loss of $35.4 million and used $14.0 million of cash in operating activities during the six months ended June 30, 2025. As of June 30, 2025, we had $2.2 million of cash and cash equivalents and $22.5 million in restricted cash.
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As a result of our recurring losses from operations, accumulated deficit, projected capital needs, and delays in bringing our trucks to market and lower than expected market demand, management determined that 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 trucks 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.
•Sale leaseback transaction of our Union City, IN production facility
It is essential that we have access to capital as we bring our existing line of trucks to market, scale up production and sales of such trucks and continue to develop additional variations of our existing trucks and our next generation of trucks. 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.
Our revenues from operations are unlikely to be sufficient to meet our liquidity requirements for the twelve months following the date of the issuance of our Condensed Consolidated Financial Statements, and, accordingly, our ability to continue as a going concern depends on our ability to obtain and receive proceeds from third-party financing. We currently expect that our primary source of third-party financing will be the proceeds of the Tenth Additional 2024 Note, which we issued under our 2024 Securities Purchase Agreement, the Sale Leaseback, and the Convertible Note. As discussed more fully above, as of June 30, 2025, approximately $21.9 million of such proceeds remain in a lockbox account and will be available to us only upon satisfaction or waiver of the conditions described above. Accordingly, there can be no assurance that any or all of such proceeds will be available to us on a timely basis or ever.
On February 12, 2025, we issued the Tenth Additional 2024 Note in the aggregate principal amount of $35.0 million. The Tenth Additional 2024 Note is governed by the terms of the Lockbox Letter. Pursuant to the Lockbox Letter, net proceeds of $ 30.6 million after a 12.5% original issue discount and related fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the 2024 Securities Purchase Agreement. Funds may be released from the lockbox from time to time (i) in an amount corresponding to the principal amount converted, if the Investor converts any portion of the Tenth Additional 2024 Note; (ii) in the amount of $2.6 million each calendar month, if we satisfy the conditions of a Market Release Event (as defined in the Lockbox Letter), including minimum Common Stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. As of August 12, 2025, the Investor had released approximately $15.1 million from the lockbox account, and we had received net proceeds of approximately $12.7 million. Although we expect that we will receive additional funds held in the lockbox account during the term of the Tenth Additional 2024 Note, it is possible that the foregoing events will not occur with respect to some or all of the principal amount of the Tenth Additional 2024 Note and that, accordingly, we will not be able to draw any or all of the remaining funds in the lockbox account. Furthermore, there is no guarantee that we will receive additional proceeds in excess of the Tenth Additional 2024 Note under the 2024 Securities Purchase Agreement.
Although the 2024 Securities Purchase Agreement contemplates the issuance of up to $61.5 million of additional 2024 Notes, the terms of our existing financing arrangements impose substantial restrictions on our ability to obtain additional financing. Accordingly, our ability to obtain liquidity through public sales of securities, including pursuant to our ATM Agreement (as defined below) and the 2024 Securities Purchase Agreement, is substantially limited.
Because of the foregoing, our ability to obtain additional proceeds from financing is extremely limited under current conditions, and if we are unable to obtain such proceeds, 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.
These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these accompanying Condensed Consolidated Financial Statements.
On August 15, 2025, the Company entered into the Recent Transactions. For more information, see “Recent Developments” above.
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Summary of Cash Flows
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash used in operating activities | (14,027,313) | (30,063,456) | |||||||||
| Net cash used in investing activities | — | (3,759,353) | |||||||||
Net cash provided by financing activities | 34,101,536 | 3,285,505 | |||||||||
Cash Flows from Operating Activities
Our cash flows from operating activities are affected by our cash investments to support the business in R&D, manufacturing, and SG&A. Our operating cash flows are also affected by our working capital needs to support fluctuations in accounts receivable, inventory, accounts payable and other current assets and liabilities.
During the six months ended June 30, 2025 and 2024, net cash used in operating activities was $14.0 million and $30.1 million, respectively. The decrease in net cash used in operations was primarily attributable to a decrease in spend related to inventory and cost saving measures as we slowed our production due to slower than anticipated sales. The decrease included a $7.3 million decline in employee compensation and related expenses, excluding non-cash stock-based compensation, resulting from our reduction in force actions.
Cash Flows from Investing Activities
Cash used in investing activities related primarily to capital expenditures to upgrade our production and research and development facilities, were $0 for the six months ended June 30, 2025, and $3.8 million for the six months ended June 30, 2024. The decrease is primarily driven by a decline in spending in tooling and equipment related to our truck programs at our Union City, IN manufacturing facility.
Cash Flows from Financing Activities
Net cash provided by financing activities during the six months ended June 30, 2025, was $34.1 million, which was primarily attributable to the issuances of Notes and Warrants under our 2024 Securities Purchase Agreement and of Common Stock under our ATM Agreement. Net cash provided by financing activities during the six months ended June 30, 2024 was $3.3 million, which was primarily attributable to the issuance of Common Stock under our ATM Program offset by the payment of our 2024 Notes.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Estimates
A discussion of our critical accounting estimates is contained in the 2024 Form 10-K, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Recent Accounting Pronouncements
A description of recently issued and adopted accounting pronouncements is contained in Note 14, Recent Accounting Pronouncements, of the Condensed Consolidated Financial Statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of our quantitative and qualitative disclosures about market risk, see “Quantitative and Qualitative Disclosures About Market Risks” included in the Form 10-K, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to the information provided in the Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, as described below.
Material Weaknesses in Internal Control over Financial Reporting
There are inherent limitations on the effectiveness of any system of internal controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective internal controls and procedures can only provide reasonable assurance of achieving their control objectives.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our 2024 Form 10-K, management identified a material weakness in our internal controls over financial reporting. During the audit process related to the year ended December 31, 2023, management identified a material weakness in the design of the Company’s internal controls related to our review of third-party valuation deliverables regarding our convertible debt and warrant liability. Additionally, during the third quarter of 2024, management identified a material weakness related to our failure to timely issue finalized quarterly reports for two consecutive quarters due to the turnover of key accounting positions within the Company’s finance organization and the ability of Company accounting personnel who had recently assumed new and additional responsibilities, with the assistance of external accounting consultants, to identify, evaluate and address technical accounting and disclosure issues that affect our Consolidated Financial Statements on a timely basis. As a result of the Company’s previously disclosed efforts to reduce costs and preserve liquidity, the Company was not able to attract, develop and retain sufficient resources to implement internal control responsibilities, resulting in the lack of a sufficient complement of personnel with an appropriate degree of knowledge and experience. Management has determined that these material weaknesses are related to employee turnover and insufficient internal resources in technical accounting and financial reporting impacting our internal control over financial reporting in the third quarter of 2024 and did not affect previously reported periods.
Based on the results of its evaluation and the material weaknesses described above, management concluded that the Company’s internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Remediation of Material Weaknesses
Due to the control weaknesses outlined above, management has implemented additional measures to review the key inputs and assumptions used by third-party valuation subject matter specialists. These enhancements aim to address deficiencies in the fair value calculation of the convertible note and warrant liability. We are also in the process of designing and implementing a robust plan intended to address the personnel-related material weakness identified in 2024. These remediation measures will be focused on ensuring that we have a sufficient number of accounting personnel, including the use of third-party resources, and that such personnel have appropriate training and experience with our disclosure and financial reporting process.
The remediation plans are actively underway, and management will continue to assess its effectiveness. Until the identified material weaknesses are fully remediated and operating effectively for a sustained period, management will continue to assess and enhance internal controls. We are committed to ensuring that these deficiencies are fully addressed and will provide updates on our progress in future filings.
While management has taken steps to remediate these control weaknesses, the material weaknesses are still unresolved. Consequently, our internal control over financial reporting was not effective as of June 30, 2025.
Unless and until these material weaknesses are remediated, or if new material weaknesses arise in the future, material misstatements could occur and go undetected in our interim or annual Consolidated Financial Statements, and we may be required to restate our financial statements. In addition, we may experience delays in satisfying our reporting obligations or to comply with Securities and Exchange Commission rules and regulations, which could result in, among other things, regulatory or enforcement actions, securities litigation, limitations on our ability to access capital markets, debt rating agency downgrades or rating withdrawals, or loss in confidence of our investors, any one of which could adversely affect the valuation of our Common Stock and our business prospects. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of certain material legal proceedings, please see Note 15, Commitments and Contingencies, to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
For a detailed discussion of risk factors affecting us, see “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Other than as set forth below, there have been no material changes in the current period regarding our risk factors.
The Merger is subject to a number of conditions and required regulatory approvals, which may not be satisfied in a timely manner or at all.
On August 15, 2025, the Company entered into the Merger Agreement, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv. Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse. Consummation of the Merger is subject to certain closing conditions, including, among other things, (i) approval by Workhorse stockholders of the proposals described below, (ii) approval by the requisite Motiv stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (iii) the repayment and cancellation of all outstanding Workhorse indebtedness (other than the Convertible Note and the Closing Debt Financing), (iv) Nasdaq’s approval of the listing of the shares of Workhorse Common Stock to be issued in connection with the Merger, (v) the Workhorse Board consisting of seven members, five of whom are designated by Motiv and two of whom are designated by Workhorse, (vi) the performance of the Repayment Agreement (as defined below), (vii) the parties’ entry into the Closing Debt Financing, and (viii) performance of the Sale Leaseback (as defined below). Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing. The closing of the Merger is conditioned on the consummation of certain other transactions, including the Repayment and the Exchange. Such closing conditions may not be satisfied (or waived, if permitted by the Merger Agreement and applicable law) within the expected timeframe or at all. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if permitted by the Merger Agreement and applicable law). The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. In addition, the Merger may fail to close for other reasons. Such a failure could have a material and adverse effect on the Company.
Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and stock price.
The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption and create uncertainties, which could have an adverse effect on our business, results of operations financial condition and stock price, regardless of whether the Merger is completed. These risks include, but are not limited to:
•an adverse effect on our relationship with suppliers, purchasers and personnel, including if our suppliers, purchasers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;
•distraction of our current personnel as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;
•difficulties attracting and retaining key personnel;
•a diversion of a significant amount of management time and resources towards completion of the Merger;
•being subject to certain restrictions on the conduct of our business;
•possibly foregoing certain business opportunities or strategic transactions that we might otherwise pursue absent the pending Merger;
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•significant or unexpected costs, charges or expenses resulting from the proposed Merger, including the requirement that we pay a termination fee under certain circumstances;
•uncertainties related to the continued availability of capital and financing and rating agency actions;
•potential litigation relating to the Merger that could prevent or delay the Merger or otherwise negatively impact the Company’s business; and
•other developments beyond our control, including, but not limited to, changes in industry-specific economic and market conditions that may affect the timing or success of the Merger.
Failure to complete the Merger within the expected timeframe, or at all, could adversely affect our business and stock price.
The closing of the Merger may not occur on the expected timeline or at all. While it is currently anticipated that the Merger will be consummated in the fourth quarter of calendar year 2025, we cannot assure you that the conditions set forth in the Merger Agreement and related transaction agreements will be satisfied (or waived, if permitted by the Merger Agreement and applicable law) in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied (or waived, if permitted by the Merger Agreement and applicable law).
In addition, we cannot assure you that the Company or Motiv will not terminate the Merger Agreement if entitled to do so. The Merger Agreement contains certain termination rights for the Company and Motiv. If the Merger Agreement is terminated and the Merger is not consummated, the price of our Common Stock may decline. In addition, upon termination of the Merger Agreement in specified circumstances, we may be required to pay a termination fee, and our obligations under the Convertible Note may be accelerated. If the Company is required to pay this termination fee, such fee, together with our obligations under the Convertible Note and costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s financial condition, results of operations and stock price.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.
In accordance with the Merger Agreement and subject to certain exceptions therein, we are restricted from soliciting, initiating, proposing or encouraging or facilitating alternative acquisition proposals from third parties and/or providing nonpublic information to third parties in response to any inquiries regarding, or the submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement). Upon termination of the Merger Agreement under certain circumstances, including in connection with entry by the Company into a superior proposal, the Company will be required to pay Motiv a termination fee of $1,050,000. In addition, certain of the other
transactions entered into in connection with the Merger Agreement, including the Sale Leaseback and the Convertible Note
further limit our ability to pursue alternatives.
We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to refrain from, among other things: incurring debt; increasing the compensation, benefits or severance or termination pay of any current or former employee (other than in the ordinary course of business for certain employees); settling certain legal proceedings; changing our material methods, principles or practices of financial accounting; and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.
Lawsuits may be filed against us and the members of our Board of Directors arising out of the proposed Merger, which may delay or prevent the proposed Merger or otherwise negatively affect our business and operations.
Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our Board of Directors and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board of Directors or others could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), adopted terminated
the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the
Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined by Item 408(c) of Regulation S-K). However, certain
of our directors and officers may adopt 10b5-1 plans or non-Rule 10b5-1 trading arrangements in the future.
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |||||||
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS | Inline XBRL INSTANCE DOCUMENT | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Inline XBRL Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
*Filed herewith.
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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 thereunto duly authorized.
| WORKHORSE GROUP INC. | ||||||||
| Dated: August 15, 2025 | By: | /s/ Richard Dauch | ||||||
| Name: Richard Dauch Title: Chief Executive Officer (Principal Executive Officer) | ||||||||
| Dated: August 15, 2025 | By: | /s/ Robert M. Ginnan | ||||||
| Name: Robert M. Ginnan Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
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Source:
FAQ
What were Workhorse's revenue and loss figures in the 10-Q (WKHS)?
The Company reported $6.3 million of sales and a $35.4 million net loss for the six months ended June 30, 2025.
How much cash did Workhorse report on June 30, 2025 (WKHS)?
Workhorse reported $2.2 million of cash and $22.5 million of restricted cash as of June 30, 2025.
What near-term financing or transactions did Workhorse disclose (WKHS)?
Workhorse disclosed a Merger Agreement with Motiv, a proposed $20 million Sale-Leaseback of its Union City facility, a $5 million subordinated secured convertible note, and deposit of approximately $9.9 million cash collateral to a lockbox for repay/close mechanics.
Does the filing state a going concern risk for Workhorse (WKHS)?
Yes. Management states substantial doubt exists about the Company's ability to continue as a going concern for at least one year from issuance of the Condensed Consolidated Financial Statements.
How will the 2024 Notes be addressed in the Recent Transactions (WKHS)?
Workhorse will redeem outstanding 2024 Notes (approximate outstanding principal noted) at 100% of face amount plus accrued interest at the Closing, and exchange warrants for Rights exercisable for common stock as described in the Repayment Agreements.
How many shares were outstanding per the filing (WKHS)?
The filing states 15,373,266 shares of common stock outstanding as of August 12, 2025.
Workhorse Group
NASDAQ:WKHS
WKHS Rankings
WKHS Latest News
Aug 15, 2025
Workhorse Group Reports Second Quarter 2025 Results
Jul 14, 2025
Workhorse Discloses Update on Potential Transaction
May 15, 2025
Workhorse Group Reports First Quarter 2025 Results
WKHS Latest SEC Filings
Aug 15, 2025
[8-K] Workhorse Group, Inc Reports Material Event
Aug 15, 2025
[8-K] Workhorse Group, Inc Reports Material Event
Aug 14, 2025
[NT 10-Q] Workhorse Group, Inc SEC Filing
Jul 14, 2025
[8-K] Workhorse Group, Inc Reports Material Event
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30.98%
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