Worksport Ltd 完成兩輪註冊直接發售 合共集資約72.3萬美元

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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)