SEC Comment Letter for Workhorse Group Inc. (WKHS) (CIK 0001425287) (WKHS) — Sep 17, 2018
Workhorse Group Inc. (WKHS) (CIK 0001425287)
Date: Sept. 17, 2018 · CIK: 0001425287 · Accession: 0000000000-18-028872
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-226923
Letter
September 14, 2018 Stephen Burns Chief Executive Officer Workhorse Group Inc. 100 Commerce Drive Loveland, OH 45140 Re:Workhorse Group Inc. Registration Statement on Form S-3 Filed on August 20, 2018 File No. 333-226923 Dear Mr. Burns: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3 General 1.We note that you are registering for resale common stock underlying warrants. We further note that you are registering for resale 108,768 shares of common stock that underlie a warrant that is to be issued following the end of the company's third quarter. Please provide an analysis to support the finding that the private placement was completed at the time of filing the registration statement. For guidance, please refer to Questions 134.01 and 139.11 of the Securities Act Sections Compliance and Disclosure Interpretations, available on our website at www.sec.gov. We remind you that the company and its management are responsible for the accuracy
FirstName LastNameStephen Burns Comapany NameWorkhorse Group Inc. September 14, 2018 Page 2 FirstName LastName Stephen Burns Workhorse Group Inc. September 14, 2018 Page 2 and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Susan Block at (202) 551-3210 or Laura Nicholson at (202) 551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
Show Raw Text
September 14, 2018
Stephen Burns
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, OH 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed on August 20, 2018
File No. 333-226923
Dear Mr. Burns:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3
General
1.We note that you are registering for resale common stock underlying warrants. We
further note that you are registering for resale 108,768 shares of common stock that
underlie a warrant that is to be issued following the end of the company's third
quarter. Please provide an analysis to support the finding that the private placement was
completed at the time of filing the registration statement. For guidance, please refer to
Questions 134.01 and 139.11 of the Securities Act Sections Compliance and Disclosure
Interpretations, available on our website at www.sec.gov.
We remind you that the company and its management are responsible for the accuracy
FirstName LastNameStephen Burns
Comapany NameWorkhorse Group Inc.
September 14, 2018 Page 2
FirstName LastName
Stephen Burns
Workhorse Group Inc.
September 14, 2018
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Susan Block at (202) 551-3210 or Laura Nicholson at (202) 551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure