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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): March 14, 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 7.01 Regulation FD Disclosure.

 

On March 14, 2025, Worksport Ltd. (the “Company”) issued a press release: “Worksport Announces 1-for-10 Reverse Stock Split as Part of Nasdaq Compliance Plan”. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto 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, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated March 14, 2025, “Worksport Announces 1-for-10 Reverse Stock Split as Part of Nasdaq Compliance Plan”
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: March 14, 2025 By: /s/ Steven Rossi
  Name: Steven Rossi
  Title: Chief Executive Officer
(Principal Executive Officer)

 

 

 

 

Exhibit 99.1

 

Worksport Announces 1-for-10 Reverse Stock Split as Part of Nasdaq Compliance Plan

 

CEO Shares Confidence And Emphasizes Catalyst Events To Come

 

West Seneca, New York, March 14, 2025 — Worksport Ltd. (NASDAQ: WKSP) (“Worksport” or the “Company”), a U.S. based manufacturer and innovator of hybrid and clean energy solutions for the light truck, overlanding, and global consumer goods sectors, today announced that it will effect a 1-for-10 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern Time on Tuesday, March 18, 2025, and the Company’s common stock will commence trading on the Nasdaq Capital Market (“Nasdaq”) on a post-split basis at the opening of the market on March 18, 2025, pending confirmation by the Depository Trust Company and the Nasdaq. The Company’s common stock will continue to trade on the Nasdaq under the Company’s existing trading symbol, “WKSP”, and a new CUSIP number 98139Q308 has been assigned as a result of the reverse stock split.

 

Chief Executive Officer, Steven Rossi, comments, “Worksport fundamentally remains unchanged after this split. We’re growing steadily, targeting cash flow positivity in 2025, and gearing up for the launch of our flagship clean-energy lifestyle products, COR and SOLIS, later this year. We have a robust list of catalysts ahead of us and look forward to the months ahead. Stay tuned for new developments.”

 

The Company expects that the reverse stock split, which was approved by the Company’s Board of Directors on February 25, 2025, will increase the price per share of the Company’s common stock, and is part of the Company’s strategy to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq. Pursuant to Section 78.207 of the Nevada Revised Statutes, shareholder approval is not required to effectuate the reverse stock split as it will not increase the number of authorized shares of the common stock, and the number of authorized shares will be proportionately adjusted to reflect the reverse stock split.

 

At the effective time of the reverse stock split, each ten (10) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.0001 per share or the total number of authorized shares. The reverse stock split will reduce the Company’s number of common shares outstanding, as of March 13, 2025, from approximately 47,944,518 shares to approximately 4,794,452 shares. No fractional shares of common stock will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to receive a fractional share will be rounded up at a participant level in lieu thereof.

 

Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company’s transfer agent, VStock Transfer, LLC. (“VStock”). The address for VStock is 18 Lafayette Place, Woodmere, NY 11598, and VStock can be reached at +1-212-828-8436.

 

For more information on Worksport, please visit, http://investors.worksport.com

 

 
 

 

About Worksport

 

Worksport Ltd. (Nasdaq: WKSP), through its subsidiaries, designs, develops, manufactures, and owns the intellectual property on a variety of tonneau covers, solar integrations, portable power systems, and clean heating & cooling solutions. Worksport has an active partnership with Hyundai for the SOLIS Solar cover. Additionally, Worksport’s hard-folding cover, designed and manufactured in-house, is compatible with all major truck models and is gaining traction with newer truck makers including the electric vehicle (EV) sector. Worksport seeks to capitalize on the growing shift of consumer mindsets towards clean energy integrations with its proprietary solar solutions, mobile energy storage systems (ESS), and Cold-Climate Heat Pump (CCHP) technology. Terravis Energy’s website is terravisenergy.com.

 

For more information, please visit investors.worksport.com.

 

Connect with Worksport

 

Please follow the Company’s social media accounts on X (previously Twitter), Facebook, LinkedIn, YouTube, and Instagram (collectively, the “Accounts”), the links of which are links to external third-party websites, as well as sign up for the Company’s newsletters at investors.worksport.com. The Company does not endorse, ensure the accuracy of, or accept any responsibility for any content on these third-party websites other than content published by the Company.

 

Product social media   Investor social media
Instagram   X (formerly Twitter)
Facebook   LinkedIn

YouTube

 

Link to Newsletter

 

Investors and others should note that the Company announces material financial information to our investors using our investor relations website, press releases, Securities and Exchange Commission (“SEC”) filings, and public conference calls and webcasts. The Company also uses social media to announce Company news and other information. The Company encourages investors, the media, and others to review the information the Company publishes on social media.

 

The Company does not selectively disclose material non-public information on social media. If there is any significant financial information, the Company will release it broadly to the public through a press release or SEC filing prior to publishing it on social media.

 

For additional information, please contact:

 

Investor Relations, Worksport Ltd. T: 1 (888) 554-8789 -128 W: investors.worksport.com W: www.worksport.com E: [email protected]

 

Forward-Looking Statements

 

The information contained herein may contain “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “scheduled,” “expect,” “future,” “intend,” “plan,” “project,” “envisioned,” “should,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. These statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and 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 uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) supply chain delays; (ii) acceptance of our products by consumers; (iii) delays in or nonacceptance by third parties to sell our products; and (iv) competition from other producers of similar products. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC, including, without limitation, our latest Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. The forward-looking statements made in this press release are made only as of the date of this press release, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.