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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 13, 2025
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 13, 2025, Worksport Ltd., a Nevada corporation (the “Company”), completed the initial closing of its Regulation A offering
(the “Offering”) of up to 3,100,000 units (the “Units”), each consisting of one share of the Company’s
8% Series C Convertible Preferred Stock (the “Preferred Stock”), and one warrant to purchase one share of the Company’s
common stock (the “Warrant”). The Offering is being conducted pursuant to the Company’s Offering Statement on Form
1-A, as amended (the “Offering Statement”), which was qualified by the U.S. Securities and Exchange Commission on May 27,
2025.
In
connection with the initial closing, the Company issued an aggregate of 49,335 Units to investors that were placed by Digital Offering
LLC, the Company’s placement agent (the “Placement Agent”), for aggregate gross proceeds of $160,338.75. After deducting
Placement Agent commissions and offering-related expenses of $11,223.71, the Company received net proceeds of $149,115.04.
The
Units were issued pursuant to the terms of that certain Selling Agency Agreement dated as of May 27, 2025, by and between the Company
and the Placement Agent. The Preferred Stock and Warrants were issued in accordance with the terms of the Subscription Agreement, and
the rights, preferences and privileges of the Preferred Stock are set forth in the Certificate of Designation of the Preferred Stock.
The material terms of the Preferred Stock include: (i) an annual cumulative dividend rate of 8% of the $3.25 per share liquidation preference,
payable quarterly in arrears; (ii) a liquidation preference of $3.25 per share, plus accrued and unpaid dividends; (iii) the right to
convert each share into one share of common stock at any time, subject to a 9.99% beneficial ownership limitation; (iv) mandatory automatic
conversion into common stock on the second anniversary of the original issue date; and (v) limited voting rights, including approval
rights over the creation of senior securities and adverse amendments. Each of the foregoing documents is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference. Any descriptions are qualified in their entirety by reference to
the applicable exhibits.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated herein by reference.
Although the securities were not registered under the traditional registration provisions of the Securities Act of 1933, as amended (the
“Securities Act”), the issuance of the Units, including the Preferred Stock and Warrants, was qualified pursuant to Regulation
A under the Securities Act in accordance with the Offering Statement.
Item
3.03. Material Modification to Rights of Security Holders.
The
disclosures set forth in Item 1.01 and 5.03 of this Form 8-K are hereby incorporated by reference into this Item 3.03.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 13, 2025, in connection with the Offering, the Company filed the Certificate of Designation of the 8% Series C Convertible Preferred
Stock with the Secretary of State of the State of Nevada, designating 3,100,000 shares of such series. The disclosures set forth in Item
1.01 of this Form 8-K are hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Designation is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01. Other Events.
The
Company intends to continue conducting closings in connection with the Offering until the earlier of (i) the sale of all Units offered
pursuant to the Offering Statement, or (ii) the termination of the Offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of 8% Series C Convertible Preferred Stock |
| 10.1 |
|
Selling Agency Agreement dated as of May 27, 2025, by and between the Company and Digital Offering LLC |
| 10.2 |
|
Form of Subscription Agreement |
| 10.3 |
|
Form of Common Stock Purchase Warrant |
| 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 18, 2025 |
By: |
/s/
Steven Rossi |
| |
Name: |
Steven
Rossi |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
