Workhorse Group Inc. — Capital/Financing Update 2013

Feb 28, 2013

EFPlaceholder EFPlaceholder EFPlaceholder UNITED STATES EFPlaceholder EFPlaceholder EFPlaceholder

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2013

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AMP HOLDING INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53704	26-1394771
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

100 Commerce Drive, Loveland, Ohio 45140

(Address of principal executive offices) (zip code)

513-360-4704

(Registrant's telephone number, including area code)

EFPlaceholder Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry Into A Material Definitive Agreement

Item 3.02 Unregistered Sales of Equity Securities

As previously stated in the Form 8-K Current Report filed with the Securities and Exchange Commission on February 5, 2013 by AMP Holding Inc. (the “Company”), on January 29, 2013, an accredited investor (the “Holder”) loaned the Company $100,000. In consideration of such loan, the Company issued the Holder a Promissory Note (the “Note”) which bears interest at 10% per annum and matures on January 29, 2014 (the “Note Maturity Date”).

On February 21, 2013, the Company and the Holder entered into a Conversion Agreement pursuant to which the parties converted the Note into 500,000 shares of common stock of the Company (the “Conversion Shares”) and a Common Stock Purchase Warrant (the “Warrant”) to acquire 250,000 shares of common stock of the Company. The Warrant is exercisable for three years at an exercise price of $0.40.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction EFPlaceholder .

Item 9.01 Financial Statements and Exhibits

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Exhibit No.	Description of Exhibit
10.1	Conversion Agreement by and between AMP Holding Inc. and an accredited investor dated February 21, 2013
4.1	Common Stock Purchase Warrant issued to and an accredited investor

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 hereunto duly authorized.

/s/ Stephen Burns
Name: Stephen Burns
Title: President

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