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UNITED
STATES
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): June 17, 2026
WORKSPORT
LTD.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40681 |
|
35-2696895 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2500
N America Dr
West
Seneca, New York 14224
(Address
of principal executive offices) (ZIP Code)
(888)
554-8789
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common |
|
WKSP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
June 17, 2026, Worksport Ltd. (the “Company”) entered into a securities purchase agreement (the “First Purchase Agreement”)
with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser in a registered
direct offering (the “First Offering”): (i)
208,333 shares (the “First Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at an offering price of $1.20 per unit (each unit consisting of one share and one Common Warrant,
as defined herein), and (ii) common stock purchase
warrants (the “Common Warrants”) to purchase up to 208,333 shares of Common Stock (or up to 291,667 shares of Common Stock
upon cashless exercise, the
“Warrant Shares”), for aggregate gross proceeds of $250,000, before deducting placement agent fees and other offering expenses
payable by the Company. The First Offering closed on June 18, 2026.
The
Common Warrants have an exercise price of $1.50 per share, are immediately exercisable, and will expire on the fifth anniversary of the
date of issuance. The Common Warrants include a cashless exercise feature pursuant to which the holder is entitled to receive 1.4 shares
of Common Stock for each share of Common Stock for which the warrant is being exercised, without payment of the exercise price. The cashless
exercise feature is available at all times regardless of whether there is an effective registration statement covering the Warrant Shares.
The Common Warrants contain an ownership limitation pursuant to which the holder does not have the right to exercise any portion of the
Common Warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election
by the holder, 9.99%) of the Company’s outstanding Common Stock.
The First Offering Shares and the Warrant Shares
are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291582) that was declared effective
by the Securities and Exchange Commission (the “Commission”) on December 12, 2025 (the
“Registration Statement”), and a prospectus supplement dated June 18, 2026, which was filed with the Commission pursuant
to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the First
Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital
LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the
Company in connection with the First Offering on a “reasonable best efforts” basis.
Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross
proceeds of the First Offering.
Pursuant
to the terms of the First Purchase Agreement, until ten (10) Trading Days following the closing date, the Company agreed not to issue
(or enter into any agreement to issue) any shares of Common Stock or Common Stock Equivalents (as defined in the First Purchase Agreement),
subject to certain exceptions, including an exception for follow-on transactions with the Purchaser and Exempt Issuances (as defined
in the First Purchase Agreement). The Purchaser subsequently waived such restrictions in connection with the Second Offering (as defined
below).
On June 18, 2026, the Company entered into a second
securities purchase agreement (the “Second Purchase Agreement”) with the same Purchaser, pursuant to which the Company agreed
to issue and sell to the Purchaser in a separate registered direct offering (the “Second Offering”) 675,529 shares (the “Second
Offering Shares”) of Common Stock at an offering price of $0.70 per share, for aggregate gross proceeds of approximately $472,870,
before deducting Placement Agent fees and other offering expenses payable by the Company.
The Second Offering also closed on June 18, 2026. No warrants or other derivative securities
were issued in connection with the Second Offering. The Company intends to use the net proceeds from both offerings for working capital
and general corporate purposes.
The
Second Offering Shares are being offered pursuant to the Registration Statement and a prospectus supplement dated June 18, 2026, which
was filed with the Commission pursuant to Rule 424(b)(5) under
the Securities Act.
The
Placement Agent is entitled to a cash fee equal to 5% of the aggregate gross proceeds of the Second Offering pursuant to the tail financing
provisions of the Placement Agency Agreement entered into in connection with the First Offering, as the Purchaser was introduced to the
Company by the Placement Agent during the term of such agreement.
The
First Purchase Agreement, the Placement Agency Agreement, and form of Common Warrant are filed as Exhibits 10.1, 1.1, and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein. The Second Purchase Agreement is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summaries of the offerings and the securities
issued in connection therewith do not purport to be complete and are qualified in their entirety by reference to the definitive transaction
documents attached hereto.
Item
7.01. Regulation FD Disclosure.
On
June 18, 2026, the Company issued a press release announcing the offerings described in Item 1.01 of this Current Report on Form 8-K.
A copy of the press release is furnished herewith as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Form
of Placement Agency Agreement, dated June 18, 2026, by and between the Company and D. Boral Capital LLC |
| 4.1 |
|
Form of Common Warrant |
| 10.1 |
|
Form of Securities Purchase
Agreement, dated June 17, 2026, by and between the Company and the Purchaser signatory thereto (First Offering) |
| 10.2 |
|
Form
of Securities Purchase Agreement, dated June
18, 2026, by and between the Company and the Purchaser signatory thereto (Second Offering) |
| 99.1 |
|
Press Release, dated June 18, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
WORKSPORT
LTD. |
| |
|
| Date:
June 24, 2026 |
By: |
/s/
Steven Rossi |
| |
Name: |
Steven
Rossi |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Exhibit
99.1
Worksport
(NASDAQ: WKSP) Announces $1.20 per Share Direct Investment at 100%
Premium to Market; Institutional Investor Signals Interest in up to
$10 Million
Major
Investor Completes a Direct Investment priced at $1.20 per share - a Premium of More
Than 100% to Recent Trading Levels
The
Investor has also expressed interest in evaluating up to $10 million in potential
additional financing as Worksport advances its
2026 growth plan.
West
Seneca, New York, June 18, 2026 — Worksport Ltd. (NASDAQ: WKSP) (“Worksport” or the “Company”), a U.S.-based
innovator and manufacturer of hybrid and clean energy solutions primarily for the light truck, overlanding, and global consumer goods
markets, today announced a premium-priced direct investment from a specialized private investment firm based in Jericho, New York.
The
direct investment was priced at $1.20 per unit (each unit consisting of one share of common stock and one warrant), representing
approximately a 100% premium to Worksport’s recent trading price of $0.5983, underscoring the investor’s confidence
in the Company’s outlook and long-term growth potential. The financing also includes warrants exercisable at $1.50 per share,
further aligning the transaction with potential future upside in Worksport’s common stock.
The
investor has also expressed interest in evaluating additional financing transactions with Worksport of up to $10 million, subject
to market conditions, available registration capacity, regulatory requirements, definitive documentation, and Company approval. There
can be no assurance that any additional financing will be completed, and any such transaction would be subject to negotiation and execution
of definitive agreements on terms acceptable to both parties.
Premium-Priced
Capital Reflects Outside Confidence During a Key Execution Year
Worksport
believes the structure of this investment is notable because it was priced at a substantial premium to the Company’s recent market
price. Management views the premium pricing, warrant structure, and additional financing interest as a constructive signal as Worksport
continues executing against its 2026 commercial growth plan.
The
investment was completed through a registered direct offering pursuant to the Company’s effective shelf registration statement
on Form S-3. The initial investment amount was $250,000. D. Boral Capital LLC acted as exclusive placement agent for the offering.
Investors may review the terms and conditions of the offering and the warrants in the Company’s Current Report on Form 8-K to be
filed with the SEC.
Financing
Interest Follows Expanding Commercial Momentum
This
announcement follows several recent Worksport milestones. The Company reported Q1 2026 net sales of $3.3 million, up 47.9%
year over year, and gross profit of approximately $854,000, up 115.5% year over year, with gross margin improving to
26%. Worksport has also reiterated its target of reaching initial operational cash-flow positivity within 2026, driven by a quarterly
revenue goal of $9M with 35% gross margins.
Worksport’s
recent growth plan is supported by several active business drivers, including expanded tonneau cover sales, the launch of the Company’s
new Nexus tonneau cover, early commercialization of SOLIS and COR, and broader B2B and B2C distribution growth.
The Company also recently announced a distribution relationship with Tri-State Enterprises, projected by Worksport to become a seven-figure
annual account.
In
addition to its core tonneau and clean-energy product strategy, Worksport recently announced that its subsidiary, Terravis Energy, secured
a newly issued U.S. patent for its ZeroFrost™ heat-pump technology. Management believes this patent strengthens the Company’s
long-term intellectual property position while preserving potential upside beyond Worksport’s core 2026 revenue drivers.
CEO
Commentary
“We
believe this premium-priced investment sends an important message at a pivotal time for Worksport,” said Steven Rossi, Founder
and Chief Executive Officer of Worksport. “Our shares have been trading at levels that we believe do not reflect the commercial
progress, product portfolio, manufacturing platform, and revenue trajectory we are building. A direct investment priced at $1.20
per share, paired with $1.50 warrants and interest in evaluating up to $10 million in total financing, represents a strong vote of confidence
in our direction.”
Mr.
Rossi continued, “The dollar amount of this initial investment is not the headline. The headline is that Worksport secured capital
at a substantial premium to the market while continuing to attract interest from investors who recognize the scale of the opportunity
ahead. We are focused on converting our inventory, expanding distribution, increasing sales velocity, launching high-margin products,
and executing toward operational cash flow positivity. Our objective remains clear: build a stronger company, create long-term
shareholder value, and position Worksport for sustained growth.”
Stay
tuned for more information and join our mailing list to stay up to date with the latest: Join Worksport’s Newsletter
Contacts
Investor
Relations, Worksport Ltd. T: 1 (888) 554-8789 ext. 128
W:
investors.worksport.com W: www.worksport.com E: investors@worksport.com
Connect
with Worksport Chief Executive Officer, Steven Rossi
Steven
Rossi X (Twitter)
Steven
Rossi LinkedIn
About
Worksport
Worksport
Ltd. (Nasdaq: WKSP), through its subsidiaries, designs, develops, manufactures, and owns the intellectual property on a variety of tonneau
covers, solar integrations, portable power systems, and clean heating & cooling solutions. Worksport’s hard-folding cover,
designed and manufactured in-house, is compatible with all major truck models and is gaining traction with newer truck makers including
the electric vehicle (EV) sector. Worksport seeks to capitalize on the growing shift of consumer mindsets towards clean energy integrations
with its proprietary solar solutions, mobile energy storage systems (ESS), and Cold-Climate Heat Pump (CCHP) technology. Terravis Energy’s
website is terravisenergy.com.
Connect
with Worksport
Please
follow the Company’s social media accounts on X (previously Twitter), Facebook, LinkedIn, YouTube,
and Instagram, the links of which are links to external third-party websites, as well as sign up for the Company’s newsletters
at investors.worksport.com.
Social
Media Disclaimer
The
Company does not endorse, ensure the accuracy of, or accept any responsibility for any content on these third-party websites other than
content published by the Company. Investors and others should note that the Company announces material financial information to our investors
using our investor relations website, press releases, Securities and Exchange Commission (“SEC”) filings, and public conference
calls and webcasts. The Company also uses social media to announce Company news and other information. The Company encourages investors,
the media, and others to review the information the Company publishes on social media. The Company does not selectively disclose material
non-public information on social media. If there is any significant financial information, the Company will release it broadly to the
public through a press release or SEC filing prior to publishing it on social media.
Forward-Looking
Statements
The
information contained herein may contain “forward-looking statements.” Forward-looking statements reflect the current view
about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,”
“scheduled,” “expect,” “future,” “intend,” “plan,” “project,”
“envisioned,” “should,” or the negative of these terms and similar expressions, as they relate to us or our management,
identify forward-looking statements. These statements are neither historical facts nor assurances of future performance. Instead, they
are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which
are outside of our control. Our actual results and financial situation may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the
following: (i) supply chain delays; (ii) acceptance of our products by consumers; (iii) delays in or nonacceptance by third parties to
sell our products; (iv) competition from other producers of similar products; and (v) with respect to any potential additional financing
transactions, there can be no assurance that any such transactions will be consummated, and any such transactions would be subject to,
among other things, market conditions, available shelf registration capacity, applicable regulatory requirements (including Nasdaq listing
rules), negotiation and execution of definitive documentation on mutually acceptable terms, and approval by the Company’s Board
of Directors. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements
is set forth in the Company’s filings with the SEC, including, without limitation, our latest Annual Report on Form 10-K and our
Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web
site at www.sec.gov. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the
Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained
in this press release. The forward-looking statements made in this press release are made only as of the date of this press release,
and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.
