[8-K] Worksport, Ltd. Warrant Reports Material Event

Rhea-AI Filing Summary

Worksport Ltd. (Nasdaq: WKSP) has filed a Form 8-K to disclose the first closing of its Regulation A capital raise. On 13 June 2025 the company sold 49,335 Units—each composed of one share of newly created 8 % Series C Convertible Preferred Stock and one common-stock purchase warrant—generating gross proceeds of US$160,338.75. After deducting US$11,223.71 in placement fees and expenses, net proceeds totalled US$149,115.04.

The offering may continue until all 3,100,000 Units authorised in the qualified Offering Statement are sold or the offering is otherwise terminated. Terms of the Series C Preferred include:

• 8 % cumulative dividend on a US$3.25 liquidation preference, payable quarterly in arrears.
• Voluntary conversion into one common share per preferred share at any time, subject to a 9.99 % ownership cap.
• Mandatory conversion two years from the original issue date.
• Limited voting rights—holders must approve any senior securities or adverse amendments.

The Certificate of Designation designating 3.1 million preferred shares, the Selling Agency Agreement with Digital Offering LLC, the Subscription Agreement and the Warrant form were all filed as exhibits. Management indicates additional closings are expected.

Positive

• Additional liquidity: US$149,115 in net proceeds bolster cash resources without immediate common-share dilution.
• Investor demand signal: Successful initial closing may validate market appetite for Regulation A Units, supporting future fundraising.

Negative

• Dividend obligation: 8 % cumulative dividend adds fixed cash (or stock) outflow pressure.
• Future dilution risk: Mandatory conversion of preferred shares and attached warrants will expand the common share count.

Insights

Financial Analyst

TL;DR: Small US$160k raise offers incremental liquidity but limited immediate impact; conversion terms introduce modest future dilution.

The initial closing raises less than US$0.2 million—immaterial against typical public-company cash needs—yet signals market receptivity to the Regulation A structure. The 8 % preferred cost of capital is moderate but adds a fixed dividend obligation. Mandatory conversion in 24 months will translate preferred into common at a 1:1 ratio, causing dilution, though the 9.99 % cap limits concentration risk. Proceeds marginally improve liquidity for working capital or project funding but do not transform the balance-sheet profile. Investors will watch the pace of subsequent closings to gauge potential aggregate proceeds up to a theoretical US$10.1 million (3.1 m × US$3.25).

Corporate Governance Expert

TL;DR: New Series C class introduces preferential rights but retains tight voting restrictions, limiting governance friction.

The Certificate of Designation creates a senior economic layer—8 % dividends and liquidation preference—yet grants only limited voting rights. Required holder consent for senior securities guards against further capital-stack erosion, potentially reassuring preferred investors without materially constraining management. The 9.99 % conversion cap mitigates control shifts. From a governance lens, the structure balances capital access with preservation of common-share voting power, suggesting neutral impact overall.

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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)

FAQ

How much did Worksport (WKSP) raise in the initial Regulation A closing?

The company raised US$160,338.75 gross and US$149,115.04 net after fees.

What are the key terms of Worksport's 8 % Series C Convertible Preferred Stock?

8 % cumulative dividend, US$3.25 liquidation preference, 1:1 conversion to common, mandatory conversion after two years, limited voting rights.

How many Units were sold and how many remain available?

The initial closing sold 49,335 Units; up to 3,100,000 Units are authorised, leaving the majority still available.

What is the potential dilution from the preferred stock and warrants?

Each Unit can convert into one common share and includes a warrant for another share, potentially doubling the share issuance per Unit over time.

Will Worksport continue the Regulation A offering?

Yes. The company plans additional closings until all Units are sold or the offering is terminated.