What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-31 compared with 2021-04-13 · 202 added, 172 removed, 61 unchanged (86% of the section changed)

Company designs and distributes pickup truck covers called tonneau covers throughout the United States and Canada.

Tonneau covers, described

below are useful aftermarket accessories that provide security and protection for cargo to personal pickup truck owners.

public, company, Franchise Holdings International, Inc.

( “FNHI”

), was incorporated in the state of Nevada on April

was formed in 2011 in Ontario, Canada ( “Worksport Ontario”

December 2014, FNHI acquired 100% of the outstanding equity of Worksport Ontario pursuant to which Worksport Ontario became a wholly-owned

subsidiary of FNHI.

Since acquiring Worksport Ontario, the Company has abandoned all previous business plans and has focused on developing

the tonneau business.

Ltd., through its subsidiaries, designs, develops, manufactures, and owns the IP on a variety of tonneau covers, solar integrations,

and NP (Non-Parasitic), Hydrogen-based true green energy solutions for the sustainable, clean energy, and automotive industries.

seeks to capitalize on the growing shift of consumer mindsets towards clean energy integrations with its proprietary solar solutions,

mobile energy storage systems (ESS), and NP (Non-Parasitic), Hydrogen-based technology.

Company was incorporated in the state of Nevada on April 2, 2003 under the name Franchise Holdings International, Inc.

December 2014, FNHI acquired 100% of the outstanding equity of Worksport Ltd., an Ontario, Canada corporation formed in 2011 (“Worksport

Ontario”), pursuant to which Worksport Ontario became a wholly-owned subsidiary of FNHI.

Upon acquiring Worksport Ontario, FNHI

abandoned all previous business plans and has been focusing on developing the tonneau business.

May 2020, FNHI changed its name to Worksport Ltd.

The Company’s common stock is currently quoted on the OTCQB under the symbol

“WKSP.”

All references to “Worksport,”

“WKSP,”

or “the Company”

as used herein refers to the consolidated operations of the Company and Worksport Ontario.

(“Terravis”) was incorporated in the State of Colorado on May 24, 2021.

On August 20, 2021, the Company was

issued 100 shares of common stock at par value of $0.0001 per share, representing 100% of the outstanding equity of Terravis.

January 20, 2022, Terravis issued an additional 9,999,900 shares of Common Stock to Worksport Ltd.

at a par value of $0.0001, representing

100% of the outstanding equity of Terravis.

August 6, 2021, the Company consummated an underwritten public offering (the “Public Offering”) of an aggregate of 3,272,727

units, pursuant to a registration statement on Form S-1, as amended (File No.

333-256142) and a registration statement on Form S-1 (File

The public offering price was $5.50 per unit and each unit consisted of one share of common stock and one warrant (“Public

Warrant”) to purchase one share of common stock for $6.05 per share (110% of the unit offering price) from the date of issuance

until the third anniversary of the issuance date.

The Company received gross proceeds of approximately $18.0 million from the Public

Offering, and after deducting the underwriting commissions, discounts, and offering expenses payable by the Company, the Company received

net proceeds of approximately $16.1 million.

The Company used the net proceeds for Working Capital, R&D, Marketing, and Equipment.

connection with the Public Offering, the Company’s common stock and Public Warrants commenced trading on the Nasdaq Capital Market

under the symbols “WKSP” and “WKSPW” since August 4, 2021.

Prior to the uplisting, the Company’s common

stock was quoted on the OTCQB Marketplace under the symbol, “WKSP.”

have developed soft vinyl tonneau covers and hard aluminum tonneau covers.

Covers are offered in three or four-panel options.

Once installed, our tonneau covers latch against the bed of the truck and fold up against the back window of the truck cab.

current products include the SC (Soft Cover) SC3, SC3pro and TC (Tough Cover) TC3 lines.

SC3 was Worksport’s first product introduced in 2011 and is fitted with a powder coated lightweight aluminum frame and rear cam

Once installed,

our tonneau covers latch against the bed of the truck and fold up against the back window of the truck cab.

current products include the SC (Soft Cover) line:

SC3, SC3pro, and SC4.

SC3 was Worksport’s first product introduced in 2011 and is fitted with a powder coated lightweight aluminum frame and rear cam

The tri-fold cover is ultra-violet (UV) protected vinyl tri-layer material that seals around the truck bed with a rubber gasket

designed to protect cargo from moisture and debris.

SC3pro was introduced in 2012 and has been upgraded from the SC3 to include our patented “Smart Latch”

SC3pro was introduced in 2012 and has been upgraded from the SC3 to include our patented “Smart Latch” system.

offers the same features as the SC3;

however, the Smart Latch system allows the operator to open the cover by simply pulling a release

TC3 was introduced in 2011 but offers a 14 millimeter thick aluminum tri-cover panel with a honey-comb core coated in a durable black

scratch-resistant powder coating.

The TC3 is fitted with the same frame as the SC3 and seals and latches the same as the SC3.

in Production

SC4 began production in 2021 and is expected to launch in Q2 of 2022.

We believe that this will be the first vinyl wrapped tonneau cover to fold in four sections.

This cover will also allow its users full

bed access by being foldable upwards toward the rear window of the truck.

This cover will be more compact when folded parallel to the

back window of the truck which will reduce wind resistance and rear window obstruction.

in Pre-Production

is currently developing the following products:

SC4 is estimated to launch in the third quarter of 2021.

We believe that this will be the first vinyl wrapped tonneau cover to fold in

four sections.

This cover will also allow its users full bed access by being foldable upwards toward the rear window of the truck.

cover will be more compact when folded parallel to the back window of the truck which will reduce wind resistance and rear window obstruction.

TC4 is currently in the design stage with an estimated to launch in the third quarter of 2021.

The TC4 design will fold with four sections,

and rotate toward the truck cab’s rear window, allowing full bed access.

The cover will have three locking points, with two latching

points that are cable operated.

The cover will be made using FRP (fiberglass reinforced polymer) panels with a matte black silicate surface,

for a durable, matt-black finish.

the SC3pro, TC4 will offer cable operated latching system.

Options on the TC4 will include expandable cargo division and storage solutions.

are currently developing a two component system called the TerraVis that consists of a solar tonneau cover and portable core battery.

TerraVis tonneau cover will be the charging component of the TerraVis and is part of a larger proprietary system which uses mono-crystalline

high efficiency solar panels, rather than our standard FRP or Aluminum rigid panels.

The system will generate up to 1000-watts of low

voltage DC current.

The power will then be stored in an integrated, scalable Lithium Iron Phosphate (LiFeP04) battery bank, that can

expand to over 6 kilowatts (kw) of energy storage.

These components all combine to form the property TerraVis System, referenced above.

The energy can be stored and inverted to two 2000-watt 110V AC outlets or used to re-charge the vehicle’s onboard battery systems

as emergency.

on our TC4 design, our TerraVis cover is designed to provide portable power for pickup trucks and add driving range to next-generation

EV (Electric Vehicle) pickups by generating solar charge power.

While folded over the bed of the truck, the TerraVis cover is designed

to charge power banks and portable batteries, turning any truck into a mobile micro-grid power station.

will be designed with integrated track systems within the bed of the truck.

These tracks can be used for a variety of add-on options

such as, chrome trim, tie downs, cargo cleats, textile storage bags, seating, cargo racks, sliding system and others.

TerraVis COR will be the battery component of TerraVis and will be available to the broader consumer market as a standalone mobile power

system for off-grid power.

This will be a modular, scalable, portable power system.

Chargeable via the TerraVis solar panel tonneau cover,

any solar panel, or wall outlet.

the TerraVis COR is the battery pack that will produce power from the modular Worksport COR battery

packs and provide DC powder to charge mobile devices, as well as invert the power to 2000 watts of A/C power to power job sites, camp

sites, or where power may not be conveniently available.

sales efforts for our TerraVis System will be focused on the North American markets, for companies such as Rivian, Workhorse, Atlis,

Bollinger, Tesla, Hercules, as well as GM and Ford trucks.

TC3 is currently in the pre-production stage, estimated to launch in the second quarter of 2022.

The TC3 design will fold with three

sections, allowing 2/3 bed access.

The cover will have one latching point that is manually operated by the user.

The cover panels will

be made from formed aluminum, ultra-strong 5052 alloy panels with a matte black powder coated surface, for a durable finish.

the SC3pro, TC3 will also offer a cable-operated latching system that allows for one-sided operation by the user.

Options on the TC3

will include expandable cargo division and storage solutions.

Terravis System

are currently developing a three-component system called the Terravis System.

The Terravis System is a first-of-its-kind mobile power

generator & energy storage system that consists of a solar tonneau cover called the Worksport SOLIS, a portable core battery called

the Worksport COR, and an XCX Accessory Rail – securely fixed to the truck’s bed with use of specially-designed and patented

The XCX system is used to secure the SOLIS tonneau cover using our patented Pro Series latches and can be used to secure

additional accessories along with COR energy storage system, COR batteries, and a solar controller.

Terravis System is capable of charging and storing up to 6kWh of energy on the go.

This energy can be used for emergencies, outdoor activities,

or work ranging from a contractor to drone operator.

The Terravis System’s integrated track systems can

be used for a variety of add-on options such as chrome trim, tie downs, cargo cleats, textile storage bags, seating, cargo racks, sliding system and others.

Our sales efforts for our Terravis System will be focused on the North American markets, for companies such as Workhorse, Atlis, Bollinger,

Hercules, as well as Toyota, Stellantis, GM and Ford trucks.

SOLIS Hybrid Solar Tonneau Cover is fitted with cutting edge Monocrystalline solar panels, capable of generating up to 600 watts

The SOLIS is based on our Tough Cover framework and can provide up to 10 additional miles for EV pick-up trucks.

This is based

on a 98kWh battery under optimal conditions at 85% efficiency.

Worksport SOLIS uses our TC (tough cover) design and builds on it by integrating

highly advanced solar panels.

The solar panels are secured to our 16 Gauge 5052 alloy panels both mechanically and using specialized

adhesives, and those panels ensure our covers are extremely strong and durable.

SOLIS allows current pick-up truck owners to utilize

sustainable energy through advanced solar power technology to charge their COR energy storage systems (ESS) and upcoming EVs.

over the bed of the truck, the SOLIS is designed to charge power banks and portable batteries, turning any truck into a mobile micro-grid

power station.

COR ESS (energy storage system) is a standalone product that can use energy created from SOLIS, our solar cover, and utilize the stored

energy on the go, anywhere.

Worksport COR is the most unique portable battery system on the market today.

Not only does COR allow users

to swap a depleted battery for a fully charged one, but it does so without a drop in power output for up to 15s with a load of 1800W.

These innovations allow COR to go beyond a simple lifestyle product for work and leisure, as it’s a tool that could potentially

save a life in the event of an emergency.

COR’s main battery, a Lithium Nickel Manganese Oxide (Li-MNC) battery, boasts a capacity of 1534Wh while its Hot Swap Lithium Iron

Phosphate (Li-MNC) battery has a capacity of 78.6Wh.

The COR’s built-in inverter allows 2000W of power with an output voltage of

120V AC (frequency of 60Hz) and input voltage of 48V.

The system allows Bluetooth connection for monitoring and controlling the COR and

its external batteries.

Manufacturing

Worksport products are manufactured in a facility located Meizhou, China according to our specifications, schematics and blueprints.

We believe that production at the factory can be increased within 30 days to facilitate volumes up to 10 times the current output without

any adverse effects on quality or craftsmanship.

are currently in the process of establishing manufacturing presence within North America (the United States, Canada and Mexico).

is hopeful that an agreement can be reached between respective governments and that a new facility can be built sometime in 2021.

believes that having manufacturing capability in North America will increase quality control and production efficiency.

of December 31, 2021, all Worksport products were manufactured in a facility located in Meizhou, China according to our specifications,

schematics and blueprints.

We believe that production at the factory can be increased within 30 days to facilitate volumes up to ten

times the current output without any adverse effects on quality or craftsmanship.

are currently in the process of establishing manufacturing presence within North America and are working towards closing on a property

in West Seneca, New York.

Management and seller are under contract for the property, and management plans to close on the property in

April of 2022 barring any unforeseen problems or delays.

Management believes that having manufacturing capability in North America will

increase quality control and production efficiency as well as lower landed costs.

Company currently holds a broad collection of intellectual property rights relating to certain aspects of its parts and accessories,

and services.

This includes patents, trademarks, service marks, and other forms of intellectual property rights in the U.S.

foreign countries.

Although the Company believes the ownership of such intellectual property rights is an important factor in its business

and that its success does depend in part on such ownership, the Company relies primarily on the innovative skills, technical competence

and marketing abilities of its personnel.

current intellectual portfolio consists of:

four (4) issued U.S.

utility and divisional patents, four (4) completed international Patent

Cooperation Treaty (“

PCT ”) patents, one (1) issued Canadian utility and pending divisional patent.

We also in the

process of preparing five (5) U.S.

provisional patent applications and one (1) U.S.

design patent application.

Our patents and applications

relate, among others, to:

bag use for a tonneau cover;

system for use with a pickup truck;

and rails for use in tonneau truck covers;

power systems.

patents will expire between 2032 and 2039, excluding any patent term extensions that might be available following the grant of marketing

authorizations.

This includes patents, trademarks, service marks, and trade secrets.

Although the Company believes the ownership of such

intellectual property rights is an important factor in its business and that its success does depend in part on such ownership, the Company

relies primarily on the innovative skills, technical competence and marketing abilities of its personnel.

current intellectual portfolio consists of five (5) issued U.S.

utility patents, one (1) issued Canadian utility patent, and twenty (20)

pending patent applications:

four (4) U.S.

utility applications, seven (7) U.S.

provisional applications, seven (7) U.S.

design applications,

and two (2) Canadian utility applications.

We also in the process of preparing several other provisional and design patent applications.

patents will expire between 2032 and 2036, excluding any patent term adjustment that might be available following the grant of the

If issued, pending applications would expire in 2041, excluding any patent term adjustment that might be available following

the grant of the patent and any patent term extensions that might be available following the grant of marketing authorizations.

the grant of the patent.

Patents issued on the provisional applications, if any, would expire in 2042, excluding any patent term adjustment

that might be available following the grant of the patent.

patents issued to our Chief Executive Officer, Steven Rossi, have been assigned to the Company or will be assigned to the Company upon

being issued by the USPTO.

Company has 15 trademarks in various states of pending, registered and allowed in the United States, Canada, China, the United Kingdom

than standard business licenses, no permits or regulatory approvals are required to distribute Worksport products to clients in any of

the areas in which we operate.

Company has twenty-eight (28) trademarks in various states of pending, registered and allowed in the United States, Canada, China, European

Union, Australia, New Zealand, and United Kingdom.

Programs, Incentives and Regulations

both the operation of our business by us and the ownership of our products by our customers are impacted by various government programs,

incentives and other arrangements.

Our business and products are also subject to numerous governmental regulations that vary among jurisdictions.

and Incentives

are in the process of applying for several sales tax, energy, and mortgage incentives, each containing their own sets of guidelines and

agreements by which we must abide in order to continue receiving said incentives.

While we are not currently bound by these agreements,

we expect these agreements to take effect in 2022.

portable power station (Worksport COR) is subject to various U.S.

and international regulations that govern transport of “dangerous

goods,” defined to include lithium-ion batteries, which may present a risk in transportation.

We plan to conduct testing to demonstrate

our compliance with such regulations.

use lithium-ion cells in our energy storage products.

The use, storage and disposal of our battery packs are regulated under existing

laws and are the subject of ongoing regulatory changes that may add additional requirements in the future.

revenue is directly proportional to sales of pickup trucks.

The following graph shows sales of specialty equipment retail sales of aftermarket

automotive accessories in the United States in billions from 2016, through the third quarter of 2019 and estimates those sales into 2023.

worldwide COVID-19 pandemic has not critically affected the pickup truck market.

In 2020, new vehicle sales were under 15 million, with

light trucks accounting for approximately 74% of total sales in the United States.

The following chart using SEMA 1 data from 2021 shows sales of

specialty equipment retail sales of aftermarket automotive accessories in the United States in billions from 2014, through 2020 and estimates

those sales into 2024.

Automotive Specialty-Equipment Retail Sales Reach New High .

Retrieved from www.sema.org

current growth trend is fueled by a decade average of strong overall economic performance, including an ongoing decade average decline

3 unchanged sentences

While new vehicle sales have leveled off, they still remain

at near-record highs—close to 15 million per year.

Recently announced tariffs on imported steel, aluminum, etc.

8 unchanged sentences

half-ton pickups ( e.g., Ford F-150, Chevrolet Silverado, Ram 1500) throughout the United States, especially in the U.S.

Further, in 2021, roughly 75% of vehicles sold in the USA were light trucks.

there is increasing interest in electrification by automakers, less than 1% of light vehicles are electrified thus far.

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The electric pickup truck market is very promising.

Under the push of EV’s worldwide

and legal policies in states like California banning non-eco truck sales by 2035, we believe that a sizable amount of customers will

be looking to purchase and upgrade to newer trucks.

EV pickup truck sales are suggested to grow at a 58% change of annual grown rate

EV pickup truck sales are suggested to grow at a 58% change of annual growth rate

(CAGR) between 2020 and 2030.

top registered make and models of pickup trucks in the United States are shown below.

Registered Models

GM Full-Size Pickup

Ford F-Series

Toyota Tacoma

Chevrolet Silverado 2500

Toyota Tundra

the roughly 56 million pickups in the United States today, nearly 60% of them are either GM Full-Size or Ford F-Series, and account for

3 unchanged sentences

New Pickup Truck Sales in the United States by Month (All Models)

2019 year-end sales of almost 900,000 units, the Ford F-Series was the best-selling light truck in the United States.

The Ford F-Series

is a series of full-size pickup trucks, the most popular variant being the F-150.

The 14th generation of this model was released in 2020.

years of recovery in demand for vehicles, U.S.

car and light truck sales growth slowed down in 2019, compared with 2018.

light vehicle

sales came to around 17 million units in 2019, some 12.2 million of which were light trucks.

With the exception of Toyota pickups, light

trucks built by U.S.-based automakers continue to be favorites among U.S.

vehicle buyers.

The Ford F-Series, which has been one of the

What changed 10-K

Item 1. Business