{"url_path":"/sec/wksp/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1096275/0001493152-26-029959-index.html","accession_number":"0001493152-26-029959","cik":"0001096275","ticker":"WKSP","issuer_name":"Worksport Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1096275/0001493152-26-029959-index.html","primary_entity_key":"0001096275","primary_entity_name":"Worksport Ltd"},"word_count":841,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 17, 2026, Worksport Ltd. (the “Company”) entered into a securities purchase agreement (the “First Purchase Agreement”)\nwith an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser in a registered\ndirect offering (the “First Offering”): (i)\n208,333 shares (the “First Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common\nStock”), at an offering price of $1.20 per unit (each unit consisting of one share and one Common Warrant,\nas defined herein), and (ii) common stock purchase\nwarrants (the “Common Warrants”) to purchase up to 208,333 shares of Common Stock (or up to 291,667 shares of Common Stock\nupon cashless exercise, the\n“Warrant Shares”), for aggregate gross proceeds of $250,000, before deducting placement agent fees and other offering expenses\npayable by the Company. The First Offering closed on June 18, 2026.\n\n \n\nThe\nCommon Warrants have an exercise price of $1.50 per share, are immediately exercisable, and will expire on the fifth anniversary of the\ndate of issuance. The Common Warrants include a cashless exercise feature pursuant to which the holder is entitled to receive 1.4 shares\nof Common Stock for each share of Common Stock for which the warrant is being exercised, without payment of the exercise price. The cashless\nexercise feature is available at all times regardless of whether there is an effective registration statement covering the Warrant Shares.\nThe Common Warrants contain an ownership limitation pursuant to which the holder does not have the right to exercise any portion of the\nCommon Warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election\nby the holder, 9.99%) of the Company’s outstanding Common Stock.\n\n \n\nThe First Offering Shares and the Warrant Shares\nare being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291582) that was declared effective\nby the Securities and Exchange Commission (the “Commission”) on December 12, 2025 (the\n“Registration Statement”), and a prospectus supplement dated June 18, 2026, which was filed with the Commission pursuant\nto Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).\n\n \n\nIn connection with the First\nOffering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital\nLLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the\nCompany in connection with the First Offering on a “reasonable best efforts” basis.\nPursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross\nproceeds of the First Offering.\n\n \n\nPursuant\nto the terms of the First Purchase Agreement, until ten (10) Trading Days following the closing date, the Company agreed not to issue\n(or enter into any agreement to issue) any shares of Common Stock or Common Stock Equivalents (as defined in the First Purchase Agreement),\nsubject to certain exceptions, including an exception for follow-on transactions with the Purchaser and Exempt Issuances (as defined\nin the First Purchase Agreement). The Purchaser subsequently waived such restrictions in connection with the Second Offering (as defined\nbelow).\n\n \n\nOn June 18, 2026, the Company entered into a second\nsecurities purchase agreement (the “Second Purchase Agreement”) with the same Purchaser, pursuant to which the Company agreed\nto issue and sell to the Purchaser in a separate registered direct offering (the “Second Offering”) 675,529 shares (the “Second\nOffering Shares”) of Common Stock at an offering price of $0.70 per share, for aggregate gross proceeds of approximately $472,870,\nbefore deducting Placement Agent fees and other offering expenses payable by the Company.\nThe Second Offering also closed on June 18, 2026. No warrants or other derivative securities\nwere issued in connection with the Second Offering. The Company intends to use the net proceeds from both offerings for working capital\nand general corporate purposes.\n\n \n\n \n\n \n\n \n\nThe\nSecond Offering Shares are being offered pursuant to the Registration Statement and a prospectus supplement dated June 18, 2026, which\nwas filed with the Commission pursuant to Rule 424(b)(5) under\nthe Securities Act.\n\n \n\nThe\nPlacement Agent is entitled to a cash fee equal to 5% of the aggregate gross proceeds of the Second Offering pursuant to the tail financing\nprovisions of the Placement Agency Agreement entered into in connection with the First Offering, as the Purchaser was introduced to the\nCompany by the Placement Agent during the term of such agreement.\n\n \n\nThe\nFirst Purchase Agreement, the Placement Agency Agreement, and form of Common Warrant are filed as Exhibits 10.1, 1.1, and 4.1, respectively,\nto this Current Report on Form 8-K and are incorporated by reference herein. The Second Purchase Agreement is filed as Exhibit 10.2 to\nthis Current Report on Form 8-K and is incorporated by reference herein. The foregoing summaries of the offerings and the securities\nissued in connection therewith do not purport to be complete and are qualified in their entirety by reference to the definitive transaction\ndocuments attached hereto."}