Worksport Ltd 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock commenced trading on The Nasdaq Capital Market under the symbol “WKSP” on August 4, 2021. Prior to trading on Nasdaq, our common stock was quoted on the OTCQB Market under the symbol “WKSP.” Holders of Common Stock On March 26, 2026, there were 11,885,519 holders of record of our common stock. Stock Transfer Agent Our transfer agent is Odyssey Transfer and Trust Company., located at 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125. Their telephone number is (612) 453-4531. Dividend Policy We have never declared or paid any cash dividends on our common stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board after considering our financial condition, results of operations, capital requirements, business prospects and other factors our Board deems relevant, and subject to the restrictions contained in any future financing instruments, and the rights and preferences of any outstanding preferred stock, including our Series C Preferred Stock. At-The-Market Offering On September 30, 2022, we filed a shelf registration statement on Form S-3 (File No. 333-267696), which was declared effective by the SEC on October 13, 2022. The registration statement included (i) a base prospectus covering the offering, issuance and sale of up to $30,000,000 of our common stock, preferred stock, warrants, rights and units, and (ii) a prospectus supplement relating to the offer and sale of up to $13,000,000 of our common stock pursuant to an At The Market Offering Agreement, dated September 30, 2022 (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent. Under the Sales Agreement, Wainwright is entitled to a commission equal to 3.0% of the gross sales price of shares sold. From January 1, 2025 through October 13, 2025 (the expiration of the registration statement), we sold an aggregate of 110,619 shares of our common stock pursuant to the Sales Agreement (the “ATM Shares”), for aggregate gross proceeds of $521,835 and net proceeds of $504,372, after deducting commissions and other related transaction costs of $17,463. On November 14, 2025, we entered into an amendment to the Sales Agreement with Wainwright (the “Amendment”), pursuant to which we may offer and sell shares of our common stock having aggregate sales proceeds of up to $4,000,000 from time to time through Wainwright, acting as sales agent. The sales are made pursuant to a prospectus supplement and the accompanying base prospectus included in a registration statement on Form S-3 (File No. 333-291582), filed with the SEC on November 14, 2025, and declared effective on December 12, 2025. Unregistered Sales of Equity Securities December 2025 Warrant Inducement On December 11, 2025, the Company entered into a warrant exercise inducement agreement with the holder of certain outstanding warrants originally issued on March 20, 2024 and March 3, 2025. Pursuant to the agreement, the holder exercised warrants to purchase an aggregate of 2,194,526 shares of the Company’s common stock at a reduced exercise price of $2.90 per share, resulting in gross proceeds of approximately $6.4 million to the Company before placement agent fees and other offering expenses. In consideration for the exercise of the existing warrants, the Company issued new warrants to purchase up to 3,840,421 shares of common stock (the “Inducement Warrants”). The Inducement Warrants were issued in a private placement to the holder of the existing warrants and were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Inducement Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The holder represented that it was an accredited investor and that the Inducement Warrants were acquired for investment purposes and not with a view to distribution in violation of the Securities Act. The shares of common stock issuable upon exercise of the Inducement Warrants were subsequently registered for resale pursuant to the Company’s registration statement on Form S-3 (File No. 333-292823), filed January 20, 2025 and declared effective January 28, 2026. February 2025 Warrant Inducement On February 27, 2025, the Company entered into a warrant exercise inducement agreement with the holder of certain existing warrants originally issued on May 29, 2024. Pursuant to the agreement, the holder exercised warrants to purchase 1,295,000 shares of the Company’s common stock at a reduced exercise price of $5.198 per share, resulting in gross proceeds of approximately $6.7 million, before placement agent fees and other offering expenses. In consideration for such exercise, the Company issued new warrants to purchase up to 1,424,500 shares of its common stock at an exercise price of $6.502 per share, subject to adjustment. The new warrants become exercisable six months from the date of issuance and expire on the fifth anniversary of the date of issuance. The shares of common stock issuable upon exercise of the new warrants were registered for resale pursuant to the Company’s registration statement on Form S-1 (File No. 333-286255), filed with the SEC on March 28, 2025 and declared effective on April 3, 2025. The Company used the net proceeds from the transaction for working capital and general corporate purposes. The Company engaged Maxim Group LLC as its exclusive financial advisor in connection with the transaction. Securities Authorized for Issuance Under Equity Compensation Plans See “ Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Incentive Plans” of this report which is incorporated herein by reference. Equity Incentive Plans See “Part III Item 11, Executive Compensation” of this report which is incorporated herein by reference. 25 ITEM 6. [RESERVED]