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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 18, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Worksport Ltd, a Nevada corporation (the “Company”), filed a Certificate of Change to its Articles of Incorporation with the Nevada Secretary of State (the “Certificate of Change”) to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”), on March 18, 2025, and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the Reverse Stock Split. The Certificate of Change has no effect on the par value of the Common Stock.

 

Pursuant to the Certificate of Change, every ten (10) shares of the Company’s Common Stock issued and outstanding or held in treasury (if any) immediately prior to the effectiveness of the Reverse Stock Split shall be automatically reclassified as and combined, without further action, into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 per share. No fractional shares were issued in connection with the Reverse Stock Split; but rather, the Company issued one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market when the market opened on March 18, 2025. The trading symbol for the Common Stock remains “WKSP.” The Common Stock was assigned a new CUSIP number (98139Q308) following the Reverse Stock Split.

 

The Company has adjusted the number of shares available for future grant under its equity incentive plans and has also adjusted the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Stock Split.

 

The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Change, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No:   Description:
3.1   Certificate of Change to the Articles of Incorporation of Worksport Ltd., filed on March 14, 2025.
     
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 21, 2025 By: /s/ Steven Rossi
  Name: Steven Rossi
  Title:

Chief Executive Officer

(Principal Executive Officer)

 

 

 

EX-3.1 2 ex3-1.htm

 

Exhibit 3.1