WESTPORT FUEL SYSTEMS INC. (WPRT) SEC Filings

Westport Fuel Systems Inc. (WPRT) filed a post‑effective amendment to its Form F‑1 to update financial and other information for a previously declared‑effective resale registration. The filing covers the resale, by a selling shareholder, of up to 4,854,369 common shares issuable upon exercise of outstanding private placement warrants.

Westport will not receive proceeds from resale of these shares; it would receive about $10 million only if all warrants are exercised for cash at $2.06 per share. Common shares outstanding were 18,995,734 as of June 30 2026, or 23,850,103 assuming full warrant exercise. The company reports cash and equivalents of $23.9 million and shareholders’ equity of $52.3 million, but management highlights a material uncertainty that raises substantial doubt about its ability to continue as a going concern without additional funding.

Westport Fuel Systems Inc. reported weak second-quarter 2026 results at the parent level while its Cespira joint venture continued to scale rapidly. Consolidated revenue from continuing operations fell to $2.7 million from $12.5 million a year earlier, largely because the Heavy-Duty OEM transitional service agreement with Cespira ended after Q2 2025. Net loss from continuing operations widened to $11.4 million, driven by a loss on warrant revaluation, financing costs and foreign exchange loss.

Adjusted EBITDA deteriorated to ($6.3 million) from ($1.0 million). Cash and cash equivalents were $23.9 million at June 30, 2026, against $1.0 million of long-term debt, but management stated that existing liquidity is projected to be insufficient to fund operations for 12 months, raising substantial doubt about the company’s ability to continue as a going concern. A June private placement generated about $10 million of gross proceeds, with potential additional warrant proceeds.

Cespira, the joint venture with Volvo Group, delivered strong growth, with Q2 2026 revenue of $27.1 million, up 125% year over year, and a gross profit of $3.8 million versus a gross loss previously. Cespira also cut its net loss and reduced reliance on partner funding, allowing Westport to lower its quarterly capital contribution from $4.2 million to $3.5 million.

Westport Fuel Systems Inc. reported sharply weaker results for the three months ended June 30, 2026 as it transitions away from its former Heavy-Duty OEM service business. Revenue from continuing operations fell 78% to $2.7 million from $12.5 million, largely because the transitional service agreement with Cespira ended in Q2 2025. Net loss from continuing operations widened to $11.4 million, and adjusted EBITDA was a negative $6.3 million.

Liquidity remains strained. Westport had $23.9 million of cash and cash equivalents and $1.0 million of current long‑term debt at June 30, 2026, and management states that existing cash is projected to be insufficient to fund operations for the next twelve months, raising substantial doubt about its ability to continue as a going concern. The company completed a June 2026 financing, issuing common shares and warrants for initial proceeds of about $10.0 million and recognizing $11.3 million of warrant liabilities.

Cespira, Westport’s 55%-owned joint venture with Volvo Group, showed strong operational momentum. For the quarter, Cespira’s revenue rose 125% to $27.1 million, with gross profit of $3.8 million versus a gross loss a year earlier, and its net loss narrowed to $2.4 million. Westport’s High-Pressure Controls segment generated $2.7 million of revenue and a small gross profit, supported by new plants in Canada and China and ongoing work to improve output and margins.

Westport Fuel Systems Inc. states it will release its Q2 2026 financial results on August 11, 2026, after market close. The company also confirms it qualifies as a foreign private issuer and files annual reports under cover of Form 20-F.

A conference call and webcast to review the results and other corporate developments are scheduled for August 12, 2026, at 9:30 a.m. ET (6:30 a.m. PT). Participants register online to receive dial-in details and a unique PIN, and a replay will later be available through Westport’s investor relations website.

Westport Fuel Systems Inc.’s common stock is the subject of a Schedule 13G filed by Royce & Associates, a New York corporation. Royce reports beneficial ownership of 1,131,479 shares, representing 5.09% of the class, with sole voting and sole dispositive power over all reported shares and no shared power. The position is held for investment management clients, in the ordinary course of business, and is stated as not intended to change or influence control of Westport Fuel Systems. Royce explains that it is an indirect majority-owned subsidiary of Franklin Resources, Inc., that its voting and investment decisions are exercised independently from related affiliates under internal informational barriers, and it disclaims pecuniary interest and broader beneficial ownership beyond what is reported.

Westport Fuel Systems Inc. is registering the resale of up to 4,854,369 common shares issuable upon exercise of private placement warrants held by a single institutional selling shareholder. These Warrant Shares are being registered to satisfy resale registration obligations under a June 22, 2026 securities purchase agreement.

The Warrants have a $2.06 per share exercise price, are immediately exercisable, and expire two years after June 23, 2026. Westport will not receive proceeds from any resale by the selling shareholder, but could receive up to approximately $10 million in gross proceeds if all Warrants are exercised for cash, which it intends to use for working capital and general corporate purposes.

Common shares outstanding were 18,995,734 as of June 30, 2026, and would be 23,850,103 assuming full Warrant exercise. Management discloses a material uncertainty about the company’s ability to continue as a going concern, noting that existing cash and projected cash flows may not fund operations for the next twelve months without additional financing.

Westport Fuel Systems Inc. reported that KPMG LLP declined to stand for reappointment as its independent registered public accounting firm on May 7, 2026. On May 8, 2026, the audit committee and board approved appointing Deloitte LLP as auditor, subject to shareholder approval, which shareholders granted on June 30, 2026 for the 2026 fiscal year.

KPMG’s audit reports on Westport’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinion, disclaimer, or qualifications. Westport states there were no disagreements or reportable events with KPMG and that it did not consult Deloitte on accounting or auditing matters before the engagement.

Westport Fuel Systems Inc. reported the results of its Annual General and Special Meeting of Shareholders held in virtual format. Shareholders approved all resolutions, including electing six directors, appointing Deloitte LLP as auditor for the ensuing year, an advisory vote on executive compensation, and a special resolution to change the corporation’s name to a new name to be determined by the board, subject to required regulatory approvals.

Support for the board slate was strong, with each director receiving around 91% of votes cast in favor. The auditor appointment was approved with 97.82% support. The advisory say‑on‑pay resolution passed with 89.66% of votes in favor, and the name change resolution received 89.11% support, indicating broad but not unanimous backing for the company’s governance and strategic direction.