Attached files
| file | filename |
|---|---|
| EX-3.2 - Worksport Ltd | ex3-2.htm |
| EX-3.1.1 - Worksport Ltd | ex3-1_1.htm |
| EX-3.1 - Worksport Ltd | ex3-1.htm |
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): April 15, 2021
WORKSPORT LTD
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-27631 | 35-2696895 | ||
| (State of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) |
3120 Rutherford Road
Suite 414
Vaughan, Ontario, Canada L4K 0B1
(Address of principal executive offices)
888-554-8789
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address if changed from 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 (see General Instruction A.2. below):
| [ ] | 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 Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Articles of Incorporation and Amendment to Series A Preferred Stock Certificate of Designation
On April 15, 2021, the Board of Directors of Worksport Ltd, a Nevada corporation (the “Company”), and the holder of a majority of the Company’s outstanding voting capital stock approved and adopted the Company’s:
| 1. | Amended and Restated Articles of Incorporation (“Amended Articles”), a copy of which is filed as Exhibit 3.1 to this Form 8-K; | |
| 2. | Amendment to the Amended and Restated Certificate of Designation of the Company’s Series A Preferred Stock (“Amended Series A COD”), a copy of which is filed as Exhibit 3.1.1 to this Form 8-K; and | |
| 3. | Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Form 8-K |
The Amended Articles and Amended Series A COD were filed with the Nevada Secretary of State on May 7, 2021 and were effective as of May 18, 2021 and May 19, 2021, respectively.
Amended and Restated Articles of Incorporation
The Amended Articles amended the authorized amount preferred stock, par value $0.0001 per share (the “Preferred Stock”), from 1,100,000 shares to 1,000,000 shares of “blank check” Preferred Stock.
The Amended Articles did not change the authorized amount of common stock, par value $0.0001 per share (the “Common Stock”), which remains 299,000,000 shares.
Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock
Background
On August 9, 2017, the Company filed a Certificate of Designation with the Nevada Secretary of State therein designating 1,000,000 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock had voting rights equal to 299 shares of the Company’s Common Stock.
On March 20, 2019, the Company amended and restated the Certificate of Designation of the Series A Preferred Stock such that:
| 1. | The holders of the Series A Preferred Stock were entitled to 51% of the total voting power of the Company; and | |
| 2. | The holders of Series A Preferred Stock were entitled to convert the Series A Preferred Stock into 51% of the issued and outstanding shares of Common Stock; |
Amended Series A COD
The Amended Series A COD reduced the amount of authorized Series A Preferred Stock to 100 shares and removed the holders’ conversion rights.
The holders of the outstanding Series A Preferred Stock continue to be entitled to 51% of the voting power of the Company.
As previously reported by the Company on a Form 8-K filed with the Securities and Exchange Commission on May 10, 2021, Mr. Steven Rossi, the Company’s Chief Executive Officer and the then holder of 1,000 outstanding shares of Series A Preferred Stock (representing 100% of the outstanding shares of Series A Preferred Stock), agreed to the Amended Series A COD and returned 900 shares of Series A Preferred Stock to the Company in connection with his Employment Agreement, dated May 10, 2021.
Amended and Restated Bylaws
The Amended and Restated Bylaws have been updated to reflect that of Nevada law, instead of Florida law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: May 21, 2021 | By: | /s/ Steven Rossi |
| Name: | Steven Rossi | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |