STOCKHOLDERS' EQUITY |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Rights On December 15, 2025, in connection with the Merger Agreement, we issued the Rights to acquire 1,193,364 shares of Workhorse Common Stock in exchange for the cancellation of the 2024 Warrants. See Note 10, Fair Value Measurements, for more information on the fair value of the Rights. As of June 30, 2026, all shares of Common Stock have been issued to the 2024 Note Holder, and no shares remain issuable under the stock Rights liability. Pre-Merger Motiv Stock Common Stock Pre-Merger, Motiv had authorized 82,520,000 shares of common stock, at a par value of $0.001 per share. There were 9,331,830 shares of Motiv common stock issued and outstanding as of June 30, 2025. Preferred Stock Pre-Merger, Motiv had 44,866,071 shares of preferred stock, par value $0.001 per share, authorized for issuance, all of which were designated as Series A Preferred Stock. Voting The holder of each share of preferred stock was entitled to one vote for each share of common stock into which such preferred stock could then be converted and, with respect to such vote, such holder had full voting rights and powers equal to the voting rights and powers of the holders of Motiv common stock and was entitled to notice of any stockholders’ meeting in accordance with Motiv’s bylaws. Conversion Each share of preferred stock was convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Motiv common stock as was determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion. The conversion Price of the preferred stock was initially equal to the original issue price. The preferred stock conversion price was subject to adjustment for stock dividends, stock splits, recapitalization and upon the occurrence of certain triggering events related to anti-dilution protection rights. In the event that a future preferred stock financing had occurred at a price lower than the last preferred financing round, the conversion ratios of the existing preferred stock were changed to protect the ownership position of existing investors. Redemption Pre-Merger, Motiv was required to redeem the Series A Preferred Stock in the case of a deemed liquidation event which included (a) a merger or consolidation in which: (i) Motiv was a constituent party, or (ii) a subsidiary of Motiv was a constituent party and Motiv issued shares of its capital stock pursuant to such merger or consolidation; except any such merger or consolidation involving Motiv or a subsidiary in which the shares of capital stock of Motiv outstanding immediately prior to such merger or consolidation continued to represent, or were converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation was a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) (i) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Motiv or any subsidiary of Motiv of all or substantially all of the assets of Motiv and its subsidiaries taken as a whole, or (ii) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of Motiv if substantially all of the assets of Motiv and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition was to a wholly owned subsidiary of Motiv. However, in such an event all classes of shareholders would be entitled to receive the same type of consideration. Consequently, the Series A Preferred Stock was classified as permanent equity on the Condensed Consolidated Balance Sheet. There were no dividends declared on the shares of Series A Preferred Stock. As of June 30, 2025, there were 44,866,071 shares of Series A Preferred Stock issued and outstanding. All pre-Merger Motiv common and preferred stock was cancelled on the Closing date of the Merger. Post-Merger Workhorse Stock Common Stock We have one class of Common Stock, par value $0.001 per share. Each share of our Common Stock is entitled to one vote on all matters submitted to stockholders. As of June 30, 2026, our authorized shares of Common Stock for issuance was 36,000,000, and there were 10,893,417 shares of Common Stock issued and outstanding. Preferred Stock Workhorse has authorized 75,000,000 shares of 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, 2026, there were no shares of preferred stock issued and outstanding.
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