What the changes say
- Worksport faces mounting going concern doubts with a net loss of $19.4 million and an accumulated deficit of $83.9 million.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We will require additional capital to fund our operations, and such capital may not be available on acceptable terms, or at all
We need additional capital for operations and product scaling, but financing may dilute shareholders or come with restrictive covenants.
- NewRisks Related to Our Business
We have only sold tonneau covers, the market size of which is limited. Our long-term results depend upon our ability to successfully introduce and market new products, which may expose us to new and increased challenges and risks
Our sales have historically been limited to tonneau covers, and new product introductions like SOLIS and COR carry execution risks.
- NewRisks Related to Our Business
We rely on one supplier for the production of our outsourced soft tonneau covers, which may hinder our ability to grow
We rely entirely on a single supplier in Foshan, China, for our soft tonneau covers.
- NewRisks Related to Our Business
We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), the loss of such assets would have a severe negative effect on our operations and liquidity
We hold cash deposits at financial institutions in amounts exceeding the $250,000 FDIC insurance limit.
- NewRisks Related to the Ownership of Our Securities
At December 31, 2025, our authorized capital stock consisted of 45,000,000 shares of common stock and 10,000,000 shares of preferred stock. A substantial number of shares of our common stock remain available for issuance, including shares issuable upon the exercise of outstanding warrants
Our authorized capital stock includes significant unissued common and preferred shares that can dilute existing stockholders or prevent changes in control.
- NewRisks Related to the Ownership of Our Securities
Bitcoin is a highly volatile asset
Bitcoin is a highly volatile asset, and price declines could negatively affect our holdings and financial condition.
- NewRisks Related to the Ownership of Our Securities
Changes in our ownership of bitcoin could have accounting, regulatory and other impacts
Changes in how we own bitcoin could alter accounting treatments, borrowing collateral value, and regulatory compliance.
Dropped
- DroppedRisks Related to Our Business
We are a growth stage company with a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future
- DroppedRisks Related to Our Business
We rely on two suppliers for the production of our outsourced finished goods which may hinder our ability to grow
- DroppedRisks Related to Our Business
We will need additional financing in order to grow our business
Growth stage history of losses and accumulated deficit.
- DroppedRisks Related to Our Business
There are risks associated with domestic production that may result in slower or more expensive production
- DroppedRisks Related to Our Business
We may not be successful in our potential business combinations
- DroppedRisks Related to Our Business
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations
- DroppedRisks Related to the Ownership of Our Securities
Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin
Reworded
- 100% rewrittenRisks Related to the Ownership of Our Securities
We have a large number of authorized but unissued shares of our common stock which will dilute existing ownership positions when issued
Updated authorized common stock shares available for issuance and removed specific prior-year share figures.
- 98% rewrittenRisks Related to Our Business
Geopolitical conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results
Added specific mentions of conflicts in Ukraine, Sudan, Gaza, and Houthi attacks in the Red Sea.
- 97% rewrittenRisks Related to Our Business
We have expressed substantial doubt about our ability to continue as a going concern
Updated 2025 net loss to $19.4 million, accumulated deficit to $83.9 million, cash to $5.9 million, and credit line availability to $3.4 million.
Was: Various factors raise substantial doubt about the Company’s ability to continue as a going concern
- 90% rewrittenRisks Related to Our Business
We are subject to foreign currency risk which may adversely affect profitability
Clarified that Chinese manufacturers are paid in USD to avoid RMB fluctuations while Canadian transactions remain subject to CAD/USD risk.
- 66% rewrittenRisks Related to Our Business
Evolving U.S. trade regulations and policies with China have in the past and may in the future have a material and adverse effect on our business, financial condition and results of operations
Added specific mention of recent tariffs, duties, quotas, and export controls imposed by the U.S. government on Chinese imports.
Was: Evolving U.S. trade regulations and policies with China may in the future have a material and adverse effect on our business, financial condition and results of operations
- 63% rewrittenRisks Related to Our Business
There are risks associated with outsourced production that may result in a decrease in our profit
Added risks regarding outsourced manufacturers failing to adopt new production methods, automation, or quality systems.
- 45% rewrittenRisks Related to the Ownership of Our Securities
We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations
Expanded regulatory risks to include international jurisdictions and the impact on the valuation and use of digital assets.
- 43% rewrittenRisks Related to the Ownership of Our Securities
We do not intend to pay dividends in the foreseeable future
Added potential dividend priority rights for Series C Preferred Stock holders over common stockholders.
- 38% rewrittenRisks Related to Our Business
Our business, results of operations and financial condition could be adversely affected by the effects of widespread public health events or outbreaks that are beyond our control
Was: Our business, results of operations and financial condition could be adversely affected by the effects of widespread public health pandemics, such as COVID-19, that are beyond our control
- 34% rewrittenRisks Related to Our Business
We may not be able to accurately estimate the demand for our tonneau covers, which could result in inefficiencies in our production and hinder our ability to generate revenue
Was: We may not be able to accurately estimate the demand for our tonneau covers, which could result in inefficiencies in our production and hinder our ability to generate profits
- 28% rewrittenRisks Related to Our Business
Our business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity, or an inability to effectively adopt and govern emerging technologies, including artificial intelligence, or a natural disaster
Was: Our business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity or a natural disaster
- 26% rewrittenRisks Related to Our Business
We may not have sufficient product liability insurance to cover potential damages
- 22% rewrittenRisks Related to Our Business
We depend on intellectual property rights that may be infringed upon, and we may infringe upon the intellectual property rights of others
All 45 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We have expressed substantial doubt about our ability to continue as a going concern97% rewritten
- 02Our business, results of operations and financial condition could be adversely affected by the effects of widespread public health events or outbreaks that are beyond our control38% rewritten
- 03We will require additional capital to fund our operations, and such capital may not be available on acceptable terms, or at allNew
- 04We have only sold tonneau covers, the market size of which is limited. Our long-term results depend upon our ability to successfully introduce and market new products, which may expose us to new and increased challenges and risksNew
- 05We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our products and our business, prospects, financial condition, results of operations and cash flows
- 06The U.S. Central Bank has provided forward-looking guidance of relatively high interest rates plateauing for the near future
- 07Continued uncertain economic conditions, including inflation and the risk of a global recession could impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows
- 08Our business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity, or an inability to effectively adopt and govern emerging technologies, including artificial intelligence, or a natural disaster28% rewritten
- 09We may not be able to accurately estimate the demand for our tonneau covers, which could result in inefficiencies in our production and hinder our ability to generate revenue34% rewritten
- 10Our future growth may be limited
- 11We rely on one supplier for the production of our outsourced soft tonneau covers, which may hinder our ability to growNew
- 12We rely on key personnel, especially Steven Rossi, our Chief Executive Officer, President and Chairman of the Board
- 13We depend on intellectual property rights that may be infringed upon, and we may infringe upon the intellectual property rights of others22% rewritten
- 14We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business
- 15Our patents might not protect our technology from competitors, in which case we may not have any exclusionary advantage over competitors in selling any products that we may develop
- 16Any trademarks we may obtain may be infringed or successfully challenged, resulting in harm to our business
- 17Much of our intellectual property is protected as trade secrets or confidential know-how
- 18We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property
- 19Intellectual property rights do not necessarily address all potential threats to our business
- 20We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and cause us to incur substantial costs
- 21If third parties initiate litigation claiming that our products infringe their patent or other intellectual property rights, we will need to defend against such proceedings
- 22Confidentiality agreements with employees and others may not adequately prevent the disclosure of trade secrets and other proprietary information
- 23There are risks associated with outsourced production that may result in a decrease in our profit63% rewritten
- 24We have competition for our market share which could harm our sales
- 25We may not have sufficient product liability insurance to cover potential damages26% rewritten
- 26We may produce products of inferior quality or perceived inferior quality which would cause us to lose customers
- 27Geopolitical conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on our operations and financial results98% rewritten
- 28We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), the loss of such assets would have a severe negative effect on our operations and liquidityNew
- 29Evolving U.S. trade regulations and policies with China have in the past and may in the future have a material and adverse effect on our business, financial condition and results of operations66% rewritten
- 30There are risks associated with outsourced production in China, and their laws may have a material adverse effect on our financial stability
- 31We engage in cross-border sales transactions which present tax risks among other obstacles
- 32We are subject to foreign currency risk which may adversely affect profitability90% rewritten
- 33Changes in U.S. government policies or regulations, including potential rollbacks of electric vehicle initiatives, could adversely affect our business, strategy, and growth prospects
Risks Related to the Ownership of Our Securities
- 34We have a large number of authorized but unissued shares of our common stock which will dilute existing ownership positions when issued100% rewritten
- 35At December 31, 2025, our authorized capital stock consisted of 45,000,000 shares of common stock and 10,000,000 shares of preferred stock. A substantial number of shares of our common stock remain available for issuance, including shares issuable upon the exercise of outstanding warrantsNew
- 36Our common stock or warrants may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock
- 37We may need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business
- 38Our stock ownership structure has the effect of concentrating voting control with our Chief Executive Officer and Chairman, Steven Rossi, which will limit the ability of other shareholders to influence the outcome of important decisions
- 39If research analysts do not publish research about our business, or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline
- 40Anti-takeover provisions in our charter documents and Nevada law could discourage, delay or prevent a change of control of our Company and may affect the trading price of our common stock
- 41We do not intend to pay dividends in the foreseeable future43% rewritten
- 42Bitcoin is a highly volatile assetNew
- 43Changes in our ownership of bitcoin could have accounting, regulatory and other impactsNew
- 44We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations45% rewritten
- 45The acceptance of blockchain and digital assets as payment on our platform introduces significant risks, including, without limitation, regulatory uncertainty, market volatility, and operational challenges
Other Worksport 10-Ks
- FY2024 10-K risk factors45 risks
Worksport faces going concern doubts with a $16,163,789 net loss for 2024 and $64,476,966 accumulated deficit. Operations rely heavily on two Chinese suppliers for soft tonneau covers and CEO Steven Rossi's voting control. The company competes against better-funded players like Real Truck and faces risks from potential EV policy rollbacks.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.