Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
26 July 2023 - 6:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
|
Preliminary
Proxy Statement |
☐ |
|
Confidential,
for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
☐ |
|
Definitive
Proxy Statement |
☒ |
|
Definitive
Additional Materials |
☐ |
|
Soliciting
Material Pursuant to §240.14a-12 |
WORKHORSE
GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
FOR
IMMEDIATE RELEASE
Workhorse
Group Announces Filing of Definitive Proxy Statement in
Connection
with Special Meeting of Stockholders
Urges
Stockholders to Vote “FOR” The Proposal to Increase Workhorse’s Authorized Shares
CINCINNATI,
July 25, 2023 -- Workhorse Group Inc. (Nasdaq: WKHS) (“Workhorse” or “the Company”), an American technology company
focused on pioneering the transition to zero emission commercial vehicles, today announced the filing of a definitive proxy statement
with the U.S. Securities and Exchange Commission in connection with its upcoming Special Meeting of Stockholders (the “Special
Meeting”). The Special Meeting is being held for stockholders to vote on increasing the number of authorized shares of Workhorse
common stock.
“Over
the last two years, we have made important progress rebuilding Workhorse. Today, we are a differentiated commercial EV and drone company
with a clear product roadmap, modernized manufacturing facilities and a path to long-term stockholder value creation,” said Workhorse
CEO Rick Dauch. “Along with advancing our product roadmap, we are taking steps to ensure we have the financial resources to achieve
our goals. From a position of strength, we are evaluating a range of options to determine the best path forward to fund our next phase
of production and growth. As part of these efforts, we need the flexibility to issue more shares of our stock. We are therefore asking
stockholders to help us build a financial bridge to continued growth and long-term stockholder value by voting FOR the proposal to increase
the number of authorized shares of Workhorse common stock.”
In connection with the filing of the definitive proxy statement, Workhorse mailed a letter to stockholders that can be found at https://ir.workhorse.com/sec-filings/information-regarding-special-shareholder-meeting
Information
About the Special Meeting and How to Vote
The
Special Meeting will be held virtually on August 28, 2023 at 10:30 a.m. Eastern Time. Workhorse stockholders of record at the close of
business on July 10, 2023 are entitled to vote at or in advance of the Special Meeting. The Workhorse Board of Directors unanimously
recommends that stockholders vote “FOR” the proposal.
Please
follow the instructions shown on the proxy card or voting instruction form to vote your shares today. You can vote online or by phone
until 11:59 P.M. ET on August 27, 2023. Or you can sign and mail in your proxy card.
Phone:
800-607-0088
wkhs.info@investor.morrowsodali.com
About
Workhorse Group Inc.
Workhorse
is a technology company focused on providing ground and air-based electric vehicles to the last-mile delivery sector. As an American
original equipment manufacturer, we design and build high performance, battery-electric trucks and drones. Workhorse also develops cloud-based,
real-time telematics performance monitoring systems that are fully integrated with our vehicles and enable fleet operators to optimize
energy and route efficiency. All Workhorse vehicles are designed to make the movement of people and goods more efficient and less harmful
to the environment. For additional information visit workhorse.com.
FORWARD
LOOKING STATEMENTS
This
press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Workhorse Group
Inc. (the “Company”), including statements relating to the amendment of our Articles of Incorporation in Nevada and its potential
impact on the Company’s ability to obtain financing, build its offerings of commercial electrical vehicles, expand its aerospace
business, and capture additional avenues for growth. Forward-looking statements are predictions, projections, and other statements about
future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited
to: changes in voting and the actual vote counts on the day of the annual meeting; the availability of and need for capital; and the
factors, risks and uncertainties regarding the Company’s business described in the “Risk Factors” section of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”)
on March 1, 2023, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC
on May 15, 2023. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company
assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Media
Contact:
Aaron
Palash / Greg Klassen
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
Investor
Relations Contact:
Matt
Glover and Tom Colton
Gateway
Investor Relations
949-574-3860
WKHS@gateway-grp.com
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