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
WKSP$0.29-1.5%Stored close · as of Nov 10, 2026
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Item 5. Other Information
Securities Trading Plans
During the three months ended* September 30, 2026,none of our Section16* officers or directors (as defined in Rule16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule10b5-1 trading arrangement” (as defined in Section408(c) of Regulation S-K).
Subsequent Events
The following information is provided in lieu of a Current Report on Form 8-K under Item 5.02(e) of Form 8-K. The Company intends to file the related agreements as exhibits to its Annual Report on Form 10-K for the year ending* December 31, 2026,*and the descriptions below are qualified in their entirety by reference to those documents.
| ● | On November 9, 2026, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, by unanimous written consent, approved an option exchange program under the 2022 Equity Incentive Plan, as amended (the “2022 Plan”), under which holders of outstanding options granted under the Company’s 2015 Equity Incentive Plan (which expired in 2025, although options granted under it remain outstanding in accordance with their terms), 2021 Equity Incentive Plan and 2022 Plan may surrender their options in exchange for new options under the 2022 Plan on a one-for-one basis. The new options will be non-qualified stock options with a ten-year term and an exercise price equal to the closing price of the common stock on The Nasdaq Capital Market on the grant date, and will vest one-third on the grant date, one-third on the first anniversary and one-third on the second anniversary of the grant date, subject to continued service, with time-based vesting replacing any performance-based vesting. The grant date will be November 13, 2026, which is the first trading day after two full trading days have elapsed following the filing of this Quarterly Report on Form 10-Q. Each exchange will be documented in an option exchange agreement, and the election period will remain open for at least 20 business days and at least 30 calendar days after the exchange documents are delivered. Only options that are outstanding and have not expired or otherwise terminated at the end of the election period are eligible. Options granted outside the Company’s equity incentive plans, including options issued by Terravis Energy Inc., are not eligible. To the extent the new options exceed the shares available under the 2022 Plan, they may not be exercised unless and until either the Company’s shareholders approve an amendment to the 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan or sufficient shares become available under the 2022 Plan, including through the automatic quarterly increases under its evergreen provision. If sufficient shares have not become available by the date of the Company’s 2027 annual meeting of shareholders, the Company will submit a proposal to increase the 2022 Plan share reserve at that meeting, and any new options that then exceed the available shares will be forfeited if the shareholders do not approve it. The Company will conduct the exchange program as an issuer tender offer. The option exchange offer has not yet commenced. When the exchange offer commences, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”). Option holders should read the Schedule TO and its exhibits, including the offer to exchange, when they become available, because they will contain important information about the exchange offer. Option holders may obtain these documents free of charge at the SEC’s website at www.sec.gov or from the Company. This Quarterly Report on Form 10-Q is neither an offer to purchase nor a solicitation of an offer to sell any securities. |
| ● | On November 9, 2026, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, by unanimous written consent, approved grants under the 2022 Plan of non-qualified stock options to purchase 2,200,000 shares to Steven Rossi, Chairman and Chief Executive Officer, and 50,000 shares to each of directors Lorenzo Rossi, Ned Siegel, Craig Loverock and William Caragol, with the same grant date, exercise price, vesting terms and ten-year term as the new options described above. Each grant will be satisfied first from the shares available under the 2022 Plan on the grant date, after reserving the maximum number of new options issuable in exchange for options granted under the 2015 and 2021 Equity Incentive Plans. To the extent a grant exceeds those available shares, the excess may not be exercised unless and until either the Company’s shareholders approve an increase in the 2022 Plan share reserve or sufficient shares become available under the 2022 Plan, including through the automatic quarterly increases under its evergreen provision. If sufficient shares have not become available by the date of the Company’s 2027 annual meeting of shareholders, the Company will submit a proposal to increase the 2022 Plan share reserve at that meeting, and any portion of the grant that then exceeds the available shares will be forfeited if the shareholders do not approve it. Each recipient abstained from the approval of his own grant. |
| ● | On November 9, 2026, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, by unanimous written consent, approved (i) Amendment No. 1 to the Consulting Agreement, dated as of July 23, 2024, among the Company, 2230164 Ontario Inc. and Steven Rossi, which provides for a transaction bonus equal to 10% of the consideration received by the Company upon the sale of a subsidiary, payable in cash or in kind, subject to a Section 280G cutback and a change-in-control non-competition agreement, and (ii) a transaction bonus and carve-out plan establishing a bonus pool of 4% of the consideration received by the Company in a qualified strategic transaction involving its Worksport or Terravis Energy businesses, with participants including Jennifer Kartychak, Chief Financial Officer (whose award equals 1.00% of the transaction consideration), other members of senior management, and independent directors William Caragol, Craig Loverock, and Ned Siegel. Each award under the plan is subject to a Section 280G cutback conditioned on the participant's execution of a change-in-control non-competition agreement. |
The Company is evaluating the incremental compensation cost associated with the modification of the disclosed option exchange program under ASC718.
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