UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-34152
WESTPORT FUEL SYSTEMS
INC.
(Translation of registrant's name into English)
1691 West 75th Avenue, Vancouver, British Columbia, Canada, V6P 6P2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F
or Form 40-F. Form 20-F [ X ] Form 40-F [ ]
CONTENTS
On June 22, 2026, Westport Fuel Systems Inc. (the “Company”), entered into a securities purchase
agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”). The Purchase Agreement
provided for the sale and issuance by the Company of an aggregate of: (i) 1,600,000 shares (the “Shares”) of the Company’s
common shares, no par value (the “Common Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase
up to 3,254,369 Common Shares, and (iii) private placement warrants (the “Private Warrants”) to purchase up to 4,854,369
Common Shares. The combined offering price for each Share, together with an accompanying Private Warrant, is $2.06. The combined offering
price of each Pre-Funded Warrant, together with an accompanying Private Warrant, is $2.05999. The exercise price of the Pre-Funded Warrants
is $0.00001 per underlying Common Share. The exercise price of the Private Warrants is $2.06 per underlying Common Share.
The Shares and the Pre-Funded Warrants were offered pursuant to an effective shelf registration statement
on Form F-3 (Registration No. 333-289669) (the “Registration Statement”) previously filed with the United States Securities
and Exchange Commission (“SEC”) on August 15, 2025 and declared effective on August 22, 2025 and a related prospectus supplement
filed with the SEC on June 23, 2026 (the “Registered Direct Offering”). The Private Warrants were sold in a concurrent private
placement (the “Private Placement”), exempt from registration pursuant to Section 4(a)(2) and/or Regulation D promulgated
thereunder.
The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded
Warrants are exercised in full, subject to the Beneficial Ownership Limitation (as described below).
The Private Warrants are immediately exercisable and will expire two years following the date of issuance.
The Pre-Funded Warrants include cashless exercise rights at all times, and the Private Warrants include
cashless exercise rights to the extent the Common Shares underlying the Private Warrants are not registered under the Securities
Act.
Under the terms of the Pre-Funded Warrants and Private Warrants, a holder will not be entitled to exercise
any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of Common Shares beneficially owned by
the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates,
and any other persons whose beneficial ownership of Common Shares would or could be aggregated with the holder’s for purposes of
Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 9.99% (in the case of the Pre-Funded Warrants
and the Private Warrants) of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of such warrant, which percentage may be adjusted at the holder’s election
upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed
9.99% (the “Beneficial Ownership Limitation”).
Craig-Hallum Capital Group LLC acted as the placement agent for the Registered Direct Offering and the
Private Placement.
The net proceeds to the Company from the Registered Direct Offering and the Private Placement are expected
to be approximately $8.9 million, after deducting the Placement Agent’s fees and other offering expenses payable by the Company.
The Company currently intends to use the net proceeds for working capital and other general corporate purposes.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants and the Private Warrants
are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Pre-Funded
Warrant and the form of Private Warrant, copies of which are attached hereto as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively,
to this Report on Form 6-K and are incorporated herein by reference.
This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the Common Shares or Pre-Funded Warrants in any state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This Report shall not
constitute an offer to sell or the solicitation to buy nor shall there be any sale of the Common Shares or Pre-Funded Warrants in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
This report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference into the Company's
Registration Statement on Form F-3 (File No.333-289669) and the Registration Statements on Form S-8 (Registration Nos. 333-248912, 333-211726
and 333-168847).
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the U.S. federal securities
laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,”
“would,” “should,” “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples
of forward-looking statements in this current report include, without limitation, statements regarding the consummation of the offering,
the terms of the offering, the satisfaction of customary closing conditions with respect to the offering and the anticipated amount of
net proceeds from the offering. Forward-looking statements are statements that are not historical facts, nor assurances of future performance.
Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future
plans, 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 risks and uncertainties, and actual results may differ materially from those set forth
in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, the risks
and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the Commission
on April 23, 2026, and the Company’s other filings with the Commission. Any forward-looking statement made by the Company in this
report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable
law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that
may be made from time to time, whether as a result of new information, future developments or otherwise.
EXHIBIT INDEX
| Exhibit No. |
Description |
| 4.1 |
Form of Pre-Funded Warrant |
| 4.2 |
Form of Private Warrant |
| 5.1 |
Opinion of Bennett Jones LLP |
| 5.2 |
Opinion of Latham & Watkins LLP |
| 10.1 |
Form of Securities Purchase Agreement, dated as of June 22, 2026, by and between Westport Fuel Systems Inc. and the purchaser party thereto |
| 23.1 |
Consent of Bennett Jones LLP (included in Exhibit 5.1) |
| 23.2 |
Consent of Latham & Watkins LLP (included in Exhibit 5.2) |
| 99.1 |
Press Release of Westport Fuel Systems Inc. dated June 22, 2026 |
| 99.2 |
Press Release of Westport Fuel Systems Inc. dated June 23, 2026 |
| |
|
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.
| |
|
Westport Fuel Systems Inc. |
| |
|
(Registrant) |
| |
|
|
| |
|
|
| Date: June 23, 2026 |
|
/s/ Elizabeth Owens |
| |
|
Elizabeth Owens |
| |
|
Chief Financial Officer |
Exhibit 99.1
Westport Announces US$10 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules
VANCOUVER, British Columbia, June 22, 2026 (GLOBE NEWSWIRE) -- Westport Fuel Systems Inc. (“Westport") (TSX:WPRT / Nasdaq: WPRT), today announced that it has entered into a definitive securities purchase agreement for the purchase and sale of 4,854,369 common shares (or pre-funded warrants in lieu thereof) in a registered direct offering and, in a concurrent private placement, warrants to purchase up to 4,854,369 common shares, priced at-the-market under Nasdaq rules. The combined effective purchase price for each common share (or pre-funded warrant in lieu thereof) and associated private placement warrant is US$2.06. The private placement warrants have an exercise price of US$2.06 per common share, will be immediately exercisable and will expire two years following the date of issuance. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder would beneficially own in excess of 9.99% of the number of Westport common shares outstanding immediately after giving effect to such exercise.
Craig-Hallum is acting as the sole placement agent for the offering.
The offering is expected to close on or about June 23, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to Westport from the offering are expected to be approximately US$10 million, before deducting the placement agent’s fees and other offering expenses payable by Westport. Westport intends to use the net proceeds from the offering for working capital and other general corporate purposes.
In addition, if the holders of the private placement warrants exercise such warrants in full in cash, the Company would receive additional gross proceeds of approximately US$10 million, before deducting the placement agent’s fees. The Company cannot predict when or if the private placement warrants will be exercised for cash or exercised at all. It is possible that the private placement warrants may expire and may never be exercised.
The securities offered in the registered direct offering (but not the private placement warrants issued in the concurrent private placement or the shares issuable upon exercise of such private placement warrants) are being offered pursuant to a prospectus exemption from applicable Canadian securities laws and a shelf registration statement on Form F-3 (File No. 333-289669) previously filed with the United States Securities and Exchange Commission (“SEC”) on August 15, 2025 and declared effective on August 22, 2025 . The offering of the securities in the registered direct offering is being made only by means of a prospectus supplement that forms a part of the registration statement. The prospectus supplement relating to the securities offered in the registered direct offering will be filed with the SEC by Westport. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com, or at the SEC’s website at www.sec.gov.
The private placement warrants issued in the concurrent private placement, and the common shares issuable upon exercise of such warrants, were offered in a private placement under a prospectus exemption from applicable Canadian securities laws and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D promulgated thereunder. The private placement warrants and the common shares issuable upon the exercise of the warrants have not been registered under the Act or other applicable securities laws and may not be offered or sold in the United States or Canada absent registration or an applicable exemption from registration or prospectus requirements, as applicable. Westport intends to rely on the eligible interlisted issuer exemption in section 602.1 of the TSX Company Manual in respect of the offering.
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.
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 consummation of the registered direct offering and concurrent private placement, the satisfaction of customary closing conditions with respect to the registered direct offering and concurrent private placement, the use of proceeds from the registered direct offering and concurrent private placement and the exercise of the private placement warrants and the receipt of proceeds therefrom. 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 offering, the satisfaction of closing conditions, obtaining the necessary stock exchange 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
Exhibit 99.2
Westport Announces Closing of US$10 Million Registered Direct Offering and Concurrent Private Placement
VANCOUVER, British Columbia, June 23, 2026 (GLOBE NEWSWIRE) -- Westport Fuel Systems Inc. (“Westport" or the "Company") (TSX:WPRT / Nasdaq: WPRT), today announced that it has closed the previously announced sale of 1,600,000 common shares and 3,254,369 pre-funded warrants in a registered direct offering, and warrants to purchase up to 4,854,369 common shares in a concurrent private placement, priced at-the-market under Nasdaq rules. The combined effective purchase price for each common share or pre-funded warrant and associated private placement warrant is US$2.06. The private placement warrants have an exercise price of US$2.06 per common share, are immediately exercisable and will expire two years following the date of issuance. Subject to limited exceptions, a holder of warrants does not have the right to exercise any portion of its warrants if the holder would beneficially own in excess of 9.99% of the number of Westport common shares outstanding immediately after giving effect to such exercise.
Craig-Hallum acted as the sole placement agent for the offering.
The gross proceeds to Westport from the offering were approximately US$10 million, before deducting the placement agent’s fees and other offering expenses payable by Westport. Westport intends to use the net proceeds from the offering for working capital and other general corporate purposes.
In addition, if the holders of the private placement warrants exercise such warrants in full in cash, the Company would receive additional gross proceeds of approximately US$10 million, before deducting the placement agent’s fees. The Company cannot predict when or if the private placement warrants will be exercised for cash or exercised at all. It is possible that the private placement warrants may expire and may never be exercised.
The securities offered in the registered direct offering (but not the private placement warrants issued in the concurrent private placement or the shares issuable upon exercise of such private placement warrants) were offered pursuant to a prospectus exemption from applicable Canadian securities laws and a shelf registration statement on Form F-3 (File No. 333-289669) previously filed with the United States Securities and Exchange Commission (“SEC”) on August 15, 2025 and declared effective on August 22, 2025 . The offering of the securities in the registered direct offering was made only by means of a prospectus supplement that forms a part of the registration statement. The prospectus supplement relating to the securities offered in the registered direct offering has been filed with the SEC by Westport. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com, or at the SEC’s website at www.sec.gov.
The private placement warrants issued in the concurrent private placement, and the common shares issuable upon exercise of such warrants, were offered in a private placement under a prospectus exemption from applicable Canadian securities laws and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D promulgated thereunder. The private placement warrants and the common shares issuable upon the exercise of the warrants have not been registered under the Act or other applicable securities laws and may not be offered or sold in the United States or Canada absent registration or an applicable exemption from registration or prospectus requirements, as applicable. Westport relied on the eligible interlisted issuer exemption in section 602.1 of the TSX Company Manual in respect of the offering.
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.
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 consummation of the registered direct offering and concurrent private placement, the use of proceeds from the registered direct offering and concurrent private placement and the exercise of the private placement warrants and the receipt of proceeds therefrom. 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 offering, obtaining the necessary stock exchange 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
