Westport Enters Into Committed Equity Facility of up to US$25 Million

Westport secures a discretionary equity facility that can provide up to US$25 million in additional working capital over time.

Rhea-AI Summary

Westport Fuel Systems (WPRT) has entered into a Committed Equity Facility of up to US$25 million with Roth Principal Investments, LLC, effective September 15, 2026.

The facility allows, but does not require, Westport to issue and sell common shares to RPI via private placements at the company’s discretion, once a resale registration statement is filed with the SEC and becomes effective. Issuances are subject to conditions including a Nasdaq “Exchange Cap” that, absent shareholder approval, limits new shares issued under the CEF to 19.99% of shares outstanding before the agreement. Westport plans to use any net proceeds for working capital and general corporate purposes and may not be able to draw the full US$25 million due to the Exchange Cap, registration limits and applicable Nasdaq rules.

Positive

• Committed Equity Facility of up to US$25 million available at Westport’s discretion
• Flexibility to issue shares over time with no obligation to use full facility
• Stated use of proceeds is working capital and general corporate purposes

Negative

• Potential dilution up to 19.99% of pre-agreement shares without additional shareholder approval
• Company may be unable to sell the full US$25 million due to Exchange Cap and Nasdaq rules
• Access to capital depends on filing and effectiveness of an SEC resale registration statement

Market Context

On Jun 23, 2026, Westport closed a US$10 million offering followed by a 3.35% 24-hour price gain; th...

Analysis

On Jun 23, 2026, Westport closed a US$10 million offering followed by a 3.35% 24-hour price gain; that financing precedent directly contextualized the newly announced equity facility and its working-capital purpose.

Key Figures

Facility size: up to US$25 million Exchange Cap: 19.99%

Facility size

up to US$25 million

Committed equity facility

Exchange Cap

19.99%

Maximum common shares issuable under applicable Nasdaq rules without shareholder approval

Historical Context

2 past events · Latest: Jun 23

2 events

1. Jun 23

   Private placement

   24h Move

   +3.4%

   Westport closed a US$10 million offering for working capital and general corporate purposes.

2. Aug 11

   Second-quarter earnings

   24h Move

   -5.7%

   Management said existing cash was insufficient to fund operations for the next 12 months.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

committed equity facility, private placement, resale registration statement

3 terms

committed equity facility financial

"entered into a Committed Equity Facility (“CEF”) with Roth Principal Investments"

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

private placement financial

"by way of private placement and subject to certain conditions"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

resale registration statement regulatory

"following the filing and effectiveness of a registration statement registering the resale"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, British Columbia, Sept. 16, 2026 (GLOBE NEWSWIRE) -- Westport Fuel Systems Inc. (“Westport” or the “Company”) (TSX:WPRT / Nasdaq: WPRT), today announced that on September 15, 2026, it entered into a Committed Equity Facility (“CEF”) with Roth Principal Investments, LLC (“RPI”), an affiliate of CR Financial Holdings, Inc., the holding company for Roth Capital Partners.

The CEF allows, but does not obligate, Westport to issue and sell up to US$25 million of its common shares to RPI, at Westport’s discretion by way of private placement and subject to certain conditions set forth in the CEF agreement, following the filing and effectiveness of a registration statement registering the resale of such shares. Subject to certain specified exceptions, under the applicable Nasdaq rules, the Company may not issue to RPI under the CEF a number of common shares which is in excess of 19.99% of the common shares outstanding immediately prior to the execution of the CEF (the “Exchange Cap”), unless the Company obtains shareholder approval to issue Common Shares in excess of such Exchange Cap.

Westport intends to use any net proceeds for working capital and general corporate purposes. Westport may access capital opportunistically over time and is under no obligation to utilize the full amount available under the CEF. The Company may not be able to sell the full US$25 million of shares available under the facility due to limitations, including the Exchange Cap, the number of shares registered under an effective resale registration statement and applicable Nasdaq rules.

The Company intends to file a registration statement with the SEC to register the resale by RPI of the shares issuable under the CEF. These securities may not be resold until that registration statement is filed and becomes effective.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Company intends to rely on the eligible interlisted issuer exemption in section 602.1 of the TSX Company Manual in respect of the CEF.

About Westport

Westport is a technology and innovation company connecting synergistic technologies to power a cleaner tomorrow. As a leading supplier of affordable, alternative fuel, low-emissions transportation technologies, we design, manufacture, and supply advanced components and systems that enable the transition from traditional fuels to cleaner energy solutions.

Our proven technologies support a wide range of alternative fuels - including natural gas, renewable natural gas, and hydrogen - empowering OEMs and commercial transportation industries to meet performance demands, regulatory requirements, and climate targets in a cost-effective way. With decades of expertise and a commitment to engineering excellence, Westport is helping our partners achieve sustainability goals-without compromising performance or cost-efficiency - making clean, scalable transport solutions a reality.

Westport is headquartered in Vancouver, Canada.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the potential use of the CEF, the satisfaction of certain conditions set forth in the CEF agreement, potential sales of common shares under the CEF and the receipt of proceeds therefrom, the filing of a registration statement with the SEC to register the resale of the shares issuable under the CEF, and the reliance on the interlisted issuer exemption in section 602.1 of the TSX Company Manual. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on both the views of management and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by these forward-looking statements. These risks, uncertainties and assumptions include those related to the CEF, the satisfaction of conditions set forth in the CEF agreement, obtaining the necessary stock exchange approvals, obtaining any necessary shareholder approvals, our revenue growth, operating results, industry and products, the general economy, conditions of and access to the capital and debt markets, solvency, governmental policies and regulation, technology innovations, fluctuations in foreign exchange rates, operating expenses, continued reduction in expenses, ability to successfully commercialize new products, the performance of our joint venture, the availability and price of natural gas, the rate of market adoption and commercialization of alternative fuel and low-emissions transportation technologies, the relaxation or waiver of fuel emission standards, the ability of fleets to access capital or government funding to purchase natural gas or hydrogen vehicles, the development of competing technologies, our ability to adequately develop and deploy our technology, the actions and determinations of our joint venture and development partners, ongoing supply chain challenges as well as other risk factors and assumptions that may affect our actual results, performance or achievements or financial position discussed in our most recent Annual Information Form (Form 20-F) and other filings with securities regulators. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation to publicly update or revise such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in these forward-looking statements. The contents of any website, RSS feed or twitter account referenced in this press release are not incorporated by reference herein.

Contact Information
Westport Investor Relations
T: +1 604-718-2046        

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is providing the Committed Equity Facility to Westport?

The Committed Equity Facility is provided by Roth Principal Investments, LLC (RPI), an affiliate of CR Financial Holdings, the holding company for Roth Capital Partners.

What conditions must be met before Westport can sell shares under the facility?

Westport may sell shares to RPI only after a registration statement covering the resale of those shares is filed with the SEC and becomes effective, and only in compliance with the CEF agreement and applicable Nasdaq rules, including the Exchange Cap.

Why might Westport not be able to use the full US$25 million available?

The company may be unable to issue shares for the full US$25 million because of the 19.99% Exchange Cap, the number of shares registered under an effective resale registration statement, and other applicable Nasdaq rules.

How does Westport intend to comply with TSX requirements for this facility?

Westport intends to rely on the eligible interlisted issuer exemption in section 602.1 of the TSX Company Manual in respect of the Committed Equity Facility.