Form 8-K - Current report

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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): November 21, 2024

WORKSPORT LTD.
(Exact name of registrant as specified in its charter)

Nevada	001-40681	35-2696895
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2500 N America Dr
West Seneca, New York, United States 14224
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: [phone]

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. ☐

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Item 1.01 Entry into a Material Definitive Agreement. 

On November 19, 2024, Worksport Ltd. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Steven Rossi, the Company's Chief Executive Officer and President (the "Purchaser"), pursuant to which the Company agreed to issue and sell in a private placement offering (the "Private Placement") an aggregate of 33,333 shares (the "Shares") of common stock, par value $0.0001, at a purchase price per share of $0.75, for gross proceeds of approximately $25,000, of which proceeds will be used for working capital and other general corporate purposes. 

The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were not offered pursuant to the Registration Statement and were offered pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.  

The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors and stockholders with information regarding their terms. It is not intended to provide any other information about the parties to the Purchase Agreement, or any of their respective affiliates. The representations, warranties and covenants in the Purchase Agreement were made only for the purposes of such agreements and as of specified dates. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement. Accordingly, the representations, warranties and covenants may not accurately represent the current state of the Company’s affairs at any time. 

The foregoing description of the Purchase Agreement is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which (or form thereof) is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On November 21, 2024, the Company issued a press release: "Worksport Ltd. Retains Digital BD to Investigate Short Selling Activity; CEO Reaffirms Confidence with Personal Share Purchase at 44% Premium to Market." A copy of the press release is attached hereto as Exhibit 99.1.

The information under Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 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
10.1		Form of Stock Purchase Agreement.
99.1		Press Release dated November 21, 2024, "Worksport Ltd. Retains Digital BD to Investigate Short Selling Activity; CEO Reaffirms Confidence with Personal Share Purchase at 44% Premium to Market"
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: November 21, 2024	By:	/s/ Steven Rossi
	Name:	Steven Rossi
	Title:	Chief Executive Officer (Principal Executive Officer)

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PRIVATE INVESTMENT IN PUBLIC EQUITY (PIPE) STOCK PURCHASE AGREEMENT

This PIPE STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of November 19^th, 2024, by and between Steven Rossi, having an address at 55G East Beaver Creek, Richmond Hill, ON, Canada (the "Investor"), and WORKSPORT LTD., a Nevada corporation trading on The Nasdaq Capital Market under the ticker symbol "WKSP," with its principal place of business at HQ: 2500 N America Dr West Seneca, NY 14224, USA (the "Company").

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RECITALS

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, 33,333 shares of the Company's common stock, par value $0.0001 per share (the "Common Shares"), at a price of $0.75 per share (the "Purchase Price"), for a total purchase price of $25,000 (the "Subscription Amount");

WHEREAS, the offer and sale of the Common Shares are being made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations, and warranties herein contained, the parties hereto agree as follows:

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ARTICLE I. DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement:

• "Closing Date" means the date of execution of this Agreement.

• "Common Stock" means the common stock of the Company, par value $0.0001 per share.

• "Trading Market" means The Nasdaq Capital Market or any other securities exchange or market where the Common Stock is listed or quoted.

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ARTICLE II. PURCHASE AND SALE

2.1 Sale and Issuance of Shares.

On the terms and subject to the conditions set forth in this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell to the Investor, 33,333 Common Shares at a purchase price of $0.75 per share, for an aggregate purchase price of $25,000.

2.2 Closing.

The closing of the purchase and sale of the Common Shares (the "Closing") shall take place on the Closing Date remotely via exchange of documents and signatures or at such other time and place as the parties mutually agree.

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2.3 Deliveries at Closing.

(a) By the Company. At the Closing, the Company shall deliver or cause to be delivered to the Investor:

• A certificate or book-entry statement representing the Common Shares or confirmation from the transfer agent that the shares have been issued to the Investor.

(b) By the Investor. At the Closing, the Investor shall deliver or cause to be delivered to the Company:

• The Subscription Amount by wire transfer to an account designated in writing by the Company.

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ARTICLE III. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company represents and warrants to the

Investor that:

(a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada.

(b) Authorization. All corporate action necessary for the authorization, execution, and delivery of this Agreement and the issuance and sale of the Common Shares has been taken.

(c) Valid Issuance. The Common Shares, when issued and delivered against payment therefor as provided herein, will be duly authorized, validly issued, fully paid, and non-assessable.

(d) No Conflicts. The execution, delivery, and performance of this Agreement and the issuance of the Common Shares will not result in any violation of the Company's charter, bylaws, or any agreement or law to which it is subject.

(e) Compliance with Securities Laws. The Company has not engaged in any general solicitation or advertising in connection with the offer and sale of the Common Shares.

3.2 Representations and Warranties of the Investor. The Investor represents and warrants to the

Company that:

(a) Investment Intent. The Investor is acquiring the Common Shares for his own account and not with a view to resale or distribution in violation of applicable securities laws.

(b) Accredited Investor. The Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.

(c) Information. The Investor has been provided with all materials relating to the business, finances, and operations of the Company that have been requested and has had the opportunity to ask questions and receive answers.

(d) Compliance with Laws. The Investor will not sell or otherwise transfer the Common Shares except in compliance with applicable securities laws.

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ARTICLE IV. COVENANTS

4.1 Registration Rights.

The Company agrees to include the Common Shares in its next registration statement filed with the SEC following the Closing, if any, subject to compliance with the Securities Act and applicable rules.

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4.2 Legends.

The Investor acknowledges that any certificate or book-entry for the Common Shares will bear a restrictive legend in substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITY UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

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ARTICLE V. MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated prior to the Closing by either party upon written notice if the Closing has not occurred on or before November 29th, 2024.

5.2 Governing Law.

This Agreement shall be governed by the laws of the State of Nevada without regard to conflict of laws principles.

5.3 Entire Agreement.

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings.

5.4 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this PIPE Stock Purchase Agreement to be duly executed as of the date first above written.

WORKSPORT LTD.

By:
Name: Steven Rossi
Title: Chief Executive Officer

INVESTOR

By:
Name: Steven Rossi

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Worksport Ltd. Retains Digital BD to Investigate Short Selling Activity; CEO Reaffirms Confidence with Personal Share Purchase at 44% Premium to Market

Company Formally Addresses Unusual Trading Activity Amid Strong Growth Prospects and Upcoming Product Releases

West Seneca, New York, November 21, 2024 - 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, is announcing today that it has retained Digital BD, Inc. to monitor and investigate potentially illegal short selling activity of its shares. Concurrently, CEO Steven Rossi has demonstrated his confidence in the Company's future by personally purchasing restricted Worksport shares at a 44% premium to the market price.

CEO Commentary

"We strongly believe that recent stock trading activity does not reflect the health of our business or our significant growth pathways. We're setting new volume sales records almost daily, while facing suspicious and volatile stock activity that we will thoroughly investigate. We've had an amazing year, we just reported a remarkable 581% growth in Q3, and we are projecting revenues in 2025 that exceed our entire market capitalization as of yesterday," said Steven Rossi, CEO of Worksport. "Our sales are growing exponentially month over month, and we have three highly innovative products set for near-term release. On Tuesday, I personally purchased shares at a 44% premium to the closing price, underscoring my unwavering confidence in Worksport's bright future."

Engagement of Digital BD, Inc.

To safeguard shareholder value and address unusual trading patterns, Worksport has engaged Digital BD, Inc., a leading provider of Regulation SHO compliance monitoring, short sale trading analytics, and market integrity surveillance. Digital BD will monitor daily short volume data from all U.S. exchanges, encompassing both EXEMPT (market makers) and NON-EXEMPT (other market participants) short sales, and will report its findings to the Company.

Monitoring Compliance with Fair Market Practices: Regulation SHO mandates that bona-fide market-making activities include making purchases and sales in roughly comparable amounts. Digital BD will scrutinize market makers trading WKSP shares daily for adherence to fair market-making requirements. The Securities and Exchange Commission ("SEC") specifies that bona-fide market-making does not include activities related to speculative selling strategies for investment purposes that are disproportionate to usual market-making patterns.

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Data Analysis and Reporting: Digital BD will collaborate with Worksport to obtain broker volume reports, identifying which market makers are transacting in the Company's shares and the proportion of trading volume they represent. By triangulating broker volume and daily short volume data, Worksport aims to gain a clear understanding of the sources and execution points of short sale activities.

CEO Commitment

"We are committed to continuing our growth trajectory and protecting the interests of our shareholders," added Rossi. "With the assistance of Digital BD, we will closely monitor trading activities to ensure compliance with all legal requirements. We firmly believe that Worksport is significantly undervalued, and we are dedicated to unlocking its true value. We intend to pursue, with vigor, any and all avenues to discover, eliminate, and do everything in our power to prevent future illegal short selling or open market manipulation of Worksport's stock."

Worksport Q3 Earnings Call

Q3 revenue surged to $3.12 million-a 581% year-over-year increase compared to $458,433 in Q3 2023. Worksport held its Q3 2024 earnings call on Wednesday, November 13, 2024. The prepared remarks and presented earnings call deck are available at Worksport's Investor Relations website.

About DIGITAL BD, Inc.

Digital BD monitors trading in all US stocks in real time and maintains massive databases of short sale time and sales data, short squeeze prices, market-maker price movements, shareholder data, statistical data on earnings, sector correlation, seasonality, hedge fund trading strategies and comparable valuations. The company owns Global Digital Markets, a FINRA member firm.

Contact:

Ralph Dillon

949-280-8591
[e-mail]
https://digitalbd.io

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, and NP (Non-Parasitic), hydrogen-based true green energy solutions for the sustainable, clean energy, and automotive industries. 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 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 NP (Non-Parasitic), Hydrogen-based technology. Terravis Energy's website is terravisenergy.com. For more information, please visit investors.worksport.com.

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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 YouTube	LinkedIn 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, 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 [phone] -128 W: investors.worksport.com    W: www.worksport.com    E: [e-mail]

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," "expect," "future," "intend," "plan," "project," "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 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.

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Document and Entity Information Document	Nov. 21, 2024
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Nov. 21, 2024
Document Period End Date	Nov. 21, 2024
Amendment Flag	false
Entity Registrant Name	Worksport Ltd.
Entity Address, Address Line One	2500 N America Dr
Entity Address, City or Town	West Seneca
Entity Address, State or Province	NY
Entity Address, Country	US
Entity Address, Postal Zip Code	14224
Entity Incorporation, State Country Name	NV
City Area Code	888
Local Phone Number	554-8789
Entity File Number	001-40681
Entity Central Index Key	0001096275
Entity Emerging Growth Company	false
Entity Tax Identification Number	35-2696895
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	WKSP
Security Exchange Name	NASDAQ

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