Worksport Ltd
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
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Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, liquidity, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.
Except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025:
| ● | Nasdaq Minimum Bid Price Deficiency. Our common stock does not currently satisfy Nasdaq’s $1.00 minimum bid price requirement, and we have until February 9, 2027 to regain compliance. If we do not regain compliance, we may be eligible for an additional compliance period only if applicable conditions are met, may need to effect a reverse stock split, and could ultimately be delisted, which would adversely affect the liquidity and market price of our common stock. Although our shareholders authorized our Board of Directors at our 2026 Annual Meeting to effect one or more reverse stock splits at a ratio of not less than 1-for-2 and not greater than 1-for-250, a reverse stock split may not result in a sustained increase in the market price of our common stock. In addition, because we effected a 1-for-10 reverse stock split in March 2025, under Nasdaq Listing Rule 5810(c)(3)(A)(iv) we would not be eligible for any compliance period for a future bid price deficiency if, at that time, we had effected a reverse stock split during the prior one-year period, or reverse stock splits during the prior two-year period with a cumulative ratio of 250 shares or more to one. |
| ● | Dilution and Option Plan Approval. Our option exchange program and new option grants covering 2,400,000 shares could dilute existing shareholders, and the related awards include grants to the holder of our Series A preferred stock. To the extent these awards exceed the shares available under the 2022 Plan, they may not be exercised unless shareholders approve an increase in the 2022 Plan share reserve or sufficient shares become available under the plan’s evergreen provision. If sufficient shares have not become available by the date of our 2027 annual meeting of shareholders, we will submit a proposal to increase the 2022 Plan share reserve at that meeting, and any portion of the awards that then exceeds the available shares will be forfeited if our shareholders do not approve it. If the awards are forfeited, our ability to retain and motivate personnel could be adversely affected. |
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