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Worksport Ltd美股招股说明书(2026-08-07版)

2026-08-07 美股招股说明书 土豆不吃泥
报告封面

WORKSPORT LTDShares of Common StockUp to $493,000 This prospectus supplement (the “Prospectus Supplement”) amends and supplements the prospectus supplement datedDecember 12, 2025 (the “ATM Prospectus Supplement”) and the prospectus dated December 12, 2025 (the “Base Prospectus”),relating to the offer and sale of shares of our common stock, par value $0.001 per share, pursuant to that certain At the Market OfferingAgreement dated as of September 30, 2022, as amended on November 14, 2025 (the “Sales Agreement”), with H.C. Wainwright &Co., LLC (“Wainwright”). Our common stock is listed on The Nasdaq Capital Market under the symbol “WKSP.” On August 6, 2026, the last reportedsale price of our common stock on The Nasdaq Capital Market was $0.7122 per share. We are a “smaller reporting company” as defined under the federal securities laws and, under applicable Securities andExchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. Pursuant to General Instruction I.B.6 of Form S-3, in no event shall we sell securities in primary offerings having anaggregate market value in excess of one-third of our public float during any 12 calendar month period so long as our public floatremains below $75,000,000. As of the date of this prospectus supplement, the aggregate market value of our outstanding commonstock held by non-affiliates was approximately $17,554,561, based on 14,876,747 shares of common stock held by non-affiliates and aper share price of $1.18, which was the closing price of our common stock on The Nasdaq Capital Market on June 29, 2026 (a datewithin 60 days of the date of this prospectus supplement). One-third of our public float, calculated as described above, isapproximately $5,851,520.49. During the 12-calendar-month period prior to and including the date of this prospectus supplement, wehave sold securities having an aggregate market value of approximately $5,353,564.88 pursuant to General Instruction I.B.6 of FormS-3. Accordingly, as of the date of this prospectus supplement, we have approximately $497,955.61 of remaining capacity available forfuture sales pursuant to General Instruction I.B.6 of Form S-3. This prospectus supplement amends and supplements the prospectus supplement dated December 12, 2025 (the “ATMProspectus Supplement”), relating to the offer and sale of shares of our common stock pursuant to the Sales Agreement by andbetween the Company and Wainwright. This prospectus supplement updates the maximum aggregate offering price of shares of ourcommon stock that may be offered and sold pursuant to the Sales Agreement in accordance with the limitations of General InstructionI.B.6 of Form S-3. Accordingly, from and after the date of this prospectus supplement, we may offer and sell shares of our commonstock having an aggregate offering price of up to $493,000 pursuant to the Sales Agreement. Except as expressly amended andsupplemented by this prospectus supplement, the ATM Prospectus Supplement remains unchanged. Investing in our securities involves a high degree of risk. Before making any decision to invest in our securities, youshould carefully consider the information disclosed in this prospectus supplement, the ATM Prospectus Supplement and theBase Prospectus, including the information under “Risk Factors” beginning on page S-6of this prospectus supplement, as wellas the information, including the risk factors, contained or incorporated by reference in this prospectus supplement and theBase Prospectus as described under the heading “Where You Can Find More Information.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. H.C. Wainwright & Co. The date of this prospectus supplement is August 7, 2026. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-2CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-10ProspectusPageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiMARKET, INDUSTRY AND OTHER DATAivPROSPECTUS SUMMARY1RISK FACTORS7USE OF PROCEEDS27DIVIDEND POLICY27THE SECURITIES WE MAY OFFER27DESCRIPTION OF CAPITAL STOCK28DESCRIPTION OF WARRANTS34DESCRIPTION OF DEBT SECURITIES36DESCRIPTION OF UNITS43LEGAL OWNERSHIP OF SECURITIES44PLAN OF DISTRIBUTION48LEGAL MATTERS49EXPERTS49WHERE YOU CAN FIND MORE INFORMATION49INCORPORATION OF CERTAIN INFORMATION BY REFERENCE50S-1 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement amends and supplements the prospectus supplement dated December 12, 2025 (the “ATMPr