What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 500 added, 221 removed, 417 unchanged (63% of the section changed)

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individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and

procedures were not effective at the reasonable assurance level as of December 31, 2021, the end of the period covered by this report.

procedures were not effective at the reasonable assurance level as of December 31, 2022, the end of the period covered by this Annual

Report on Form 10-K.

Report on Internal Control over Financial Reporting.

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duties related to processes associated within those systems.

control deficiencies resulted in several immaterial misstatements to the preliminary financial statements that were corrected and/or

deemed immaterial in the aggregate prior to issuance of the financial statements.

These control deficiencies create a reasonable possibility

that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and there we concluded

that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial

reporting was not effective as of December 31, 2021.

control deficiencies resulted in several misstatements to the preliminary financial statements that were corrected and/or deemed immaterial

in the aggregate prior to issuance of the financial statements.

These control deficiencies create a reasonable possibility that a material

misstatement to the financial statements will not be prevented or detected on a timely basis, and therefore we concluded that the deficiencies

represent material weaknesses in our internal control over financial reporting and that our internal control over financial reporting

was not effective as of December 31, 2022.

the year ended December 31, 2022, we continued to enhance our internal control over financial reporting in an effort to remediate the

material weaknesses described above.

remediation process includes, but not limited to:

Measures taken in this remediation included investing in additional accounting personnel, establishing

a clearer organizational structure, implementing additional enterprise resource planning system modules, and formalizing internal processes

and procedures.

remediation process includes, but is not limited to:

in IT systems to enhance our operational and financial reporting and internal controls.

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policies and critical accounting estimates.

effective general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant

and reliable.

expect to remediate these material weaknesses in the first half of 2022.

However, we may discover additional material weaknesses that

may require additional time and resources to remediate.

effective general controls over IT systems to ensure that information produced is relevant and reliable and, therefore, can be relied

upon by process level controls.

expect to remediate these material weaknesses in 2023.

However, we may discover additional material weaknesses that may require additional

time and resources to remediate.

Report on Internal Control over Financial Reporting.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the deferral

allowed under the Jobs Act for emerging growth companies.

allowed for smaller reporting companies.

in Internal Control over Financial Reporting

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over financial reporting.

Although we have altered some work routines due to the COVID-19 pandemic, the changes in our work environment,

including remote work arrangements, have not materially impacted our internal controls over financial reporting and have not adversely

affected the Company’s ability to maintain operations.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

forth below is a list of the names, ages and positions of our executive officers and directors:

or Executive Officer Since:

forth below is a list of the names, ages and positions of our executive officers and directors as of March 31, 2023:

Director or Executive

Officer Since:

Executive Officer, President, Secretary, Chair of the Board of Directors

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brief description of the background and business experience of our executive officers and directors for the past five years is as follows:

Rossi has served as the Chief Executive Officer, President.

Secretary and Chair of the Board of Directors of the Company since November

Rossi founded Worksport Ontario, the wholly owned operating company of the Company, in 2011.

Prior to that, he founded two

auto-related companies, 2230164 Ontario, Inc.

and Scrap my Junk Car, in 2005 and 2006, respectively, and managed their respective operations

for five years.

Since founding Worksport Ontario in 2011, Mr.

Rossi has been granted 14 different patents across the United States and

He has licensed all patents to Worksport on an exclusive basis.

Rossi attended the University of Toronto from 2005 to 2007,

majoring in Life Science.

Through his prior experiences, Steven possesses the knowledge and experience in establishing and managing auto-related

companies that aids him in efficiently and effectively identifying and executing the Company’s strategic priorities.

Executive Officer, President, Chair and founder, Mr.

Rossi brings to the Board extensive knowledge of the Company’s products, structure,

history, and culture as well as years of expertise in the industry and is qualified to be a member of the Company’s Board of Directors.

Rossi has served as the Chief Executive Officer, President, Secretary and Chair of the Board of Directors of the Company since November

Rossi founded Worksport Ontario, one of the wholly-owned operating companies of the Company, in 2011.

Prior to that, he

founded two auto-related companies, 2230164 Ontario, Inc.

and Scrap my Junk Car, in 2005 and 2006, respectively, and managed their respective

operations for five years.

Since founding Worksport Ontario, Mr.

Rossi has assigned all patents granted to him exclusively to the Company.

Rossi attended the University of Toronto from 2005 to 2007, majoring in Life Science.

Through his prior experiences, Steven possesses

knowledge and experience in establishing and managing auto-related companies that aids him in efficiently and effectively identifying

and executing the Company’s strategic priorities.

As our Chief Executive Officer, President, Chair and founder, Mr.

to the Board extensive knowledge of the Company’s products, structure, history, and culture as well as years of expertise in the

industry and is qualified to be a member of the Company’s Board of Directors.

Johnston CPA, CA , has been serving as the Chief Financial Officer of the Company since December 5, 2017.

Johnston is a partner

at Toronto’s Forbes Andersen LLP, Chartered Professional Accountants, and offers over 12 years of experience with both private

and public companies.

His responsibilities include assisting the Steven Rossi in developing new business, maintaining operating budgets

and ensuring adequate cash flow.

Johnston has been a

partner with Forbes Andersen LLP, Chartered Professional Accountants, since January 2012 and offers over 18 years of experience advising

both private and public companies.

His responsibilities include assisting Steven Rossi in developing new business, maintaining operating

budgets and ensuring adequate cash flow.

Johnston was appointed by the Board for his extensive knowledge of the Company’s products

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the Chair of the Audit Committee since April 22, 2019.

Loverock is a licensed CPA (Chartered Professional Accountant) and received

Loverock is a licensed CPA (Chartered Professional Accountant) who received

his Chartered Accountant designation from the Institute of Chartered Accountants, Ontario in 1997 and has over 25 years’ experience

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Secretary at Contagious Gaming Inc.

since November 30, 2015, and currently serves as the Chief Financial Officer of Sproutly Canada,

since November 30, 2015 and currently serves as the Chief Financial Officer of Sproutly Canada, Inc.

From October 2014 to May 2015, he served as the Chief Financial Officer of VoiceTrust Inc.

From November 2012 to October 2014, he

served as the Chief Financial Officer and Chief Compliance officer of Quartz Capital Group Ltd.

Board believes that Mr.

Loverock’s vast professional experience, education, and professional credentials qualify him to serve as

a member of the Company’s Board of Directors, and as a member of the Board’s committees.

From November 2012 to October 2014, he served

as the Chief Financial Officer and Chief Compliance Officer of Quartz Capital Group Ltd.

believes that Mr.

Loverock’s vast professional experience, education, and professional credentials qualify him to serve as a member

of the Company’s Board of Directors, and as a member of the Board’s committees.

Caragol was appointed a director June 30, 2021.

Caragol is the Chief Financial Officer of Mainz Biomed, N.V.

Caragol has been the Chief Financial Officer of Mainz Biomed, N.V.

since July of 2021.

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GBOX), and, from 2012 to 2018,

Caragol was Chairman and CEO of PositiveID, a holding company that was publicly traded that had a portfolio of products in the fields

of bio detection systems, molecular diagnostics, and diabetes management products.

Caragol was Chairman and CEO of PositiveID, a holding company that was publicly-traded and had a portfolio of products in the fields

of bio detection systems, molecular diagnostics, and diabetes management.

Caragol earned a B.S.

in business administration

and accounting from Washington & Lee University and is a member of the American Institute of Certified Public Accountants.

believes that Mr.

Caragol’s vast experience as a member of severally publicly traded companies’ board of directors, his education,

and professional credentials qualify him to serve as a member of the Company’s Board Directors, and as a member of the Board’s

in business administration and accounting

from Washington & Lee University and is a member of the American Institute of Certified Public Accountants.

The Board believes that

Caragol’s vast experience as a member of several publicly-traded companies’ board of directors, education, and professional

credentials qualify him to serve as a member of the Company’s Board of Directors and as a member of the Board’s committees.

Siegel was appointed a director June 30, 2021.

Ambassador Seigel is the President of The Siegel Group, a multi-disciplined

Ambassador Siegel is the President of The Siegel Group, a multi-disciplined

international business management advisory firm he founded in 1997 in Boca Raton, Florida, specializing in real estate, energy, utilities,

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Ambassador Siegel served on the Board of Directors of the Overseas Private Investment Corporation,

(OPIC), which was established to help U.S.

which was established to help U.S.

businesses invest overseas, fostering economic development in new and emerging markets, complementing

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(“EFI”) from 1999-2004.

the state of Florida’s primary organization promoting statewide economic development through its public-private partnership.

Siegel presently serves on the Board of Directors of the following companies:

CIM City, U.S.

Medical Glove Company, Global Supply Team,

Moveo, LLC and the Caribbean Israel Leadership Coalition (CILC), Caribbean Israel Venture Services, Inc.

He also presently serves on

the following Advisory Boards:

Usecrypt, Brand Labs International (BLI), Elminda Ltd., Findings, and Sol Chip Ltd and Maridose, LLC.

EFI is the state of Florida’s primary organization promoting statewide economic development through its public-private partnership.

Siegel presently serves on the Board of Directors of Bannix Acquisition Corp., a public company.

He also presently serves on the following

Advisory Boards:

Medical Glove Company, Captis Intelligence, Inc., and Maridose, LLC.

Siegel received a B.A.

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Ambassador Siegel’s vast professional experience, education, and professional credentials qualify him to

serve as a member of the Company’s Board Directors, and as a member of the Board’s

following members comprise our Advisory Board:

serve as a member of the Company’s Board of Directors and as a member of the Board’s

following members comprise our Advisory Board as of March 31, 2023:

Behar joined the Company’s Advisory Board on October 7, 2021.

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Prior to joining Hudson Institute, he served as a professional staff member on the House Permanent Select Committee on Intelligence as

well as acting Assistant Secretary of State of the Arms Control, Verification and Compliance Bureau from 2018-2021.

DiNanno has served

in several key government capacities, including Assistant Administrator for the Department of Homeland Security’s Federal Emergency

Management Agency (FEMA), where he oversaw National Preparedness initiatives and grants focused on counterterrorism.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until their resignation

well as acting Assistant Secretary of State of the Arms Control, Verification and Compliance Bureau from 2018 to 2021.

served in several key government capacities, including Assistant Administrator for the Department of Homeland Security’s Federal

Emergency Management Agency (FEMA), where he oversaw National Preparedness initiatives and grants focused on counterterrorism.

directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their resignation

or removal in accordance with our bylaws.

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our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are

material to an evaluation of the ability of our director or executive officers.

material to an evaluation of the ability of our directors or executive officers.

of Business Conduct and Ethics

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similar functions.

Our investor webpage, investworksport.com, displays a current copy of the Code and all disclosures that are required

by law in regard to any amendments to, or waivers from, any provision of the Code.

One of our investor webpages, investors.worksport.com/leadership-and-governance , displays a current copy of

the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

Independence and Board Committees

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independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation;

any information it requires from employees-all of whom are directed to cooperate with the Audit Committee’s requests-or external

any information it requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests

– or external parties;

with our officers, external auditors, or outside counsel, as necessary;

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Compensation Committee charter permits the committee to retain or receive advice from a compensation consultant and outlines certain

requirements to ensure the consultants independence or certain circumstances under which the consultant need not be independent.

as of the date hereof, the Company has not retained such a consultant.

and Governance Committee .

requirements to ensure the consultant’s independence or certain circumstances under which the consultant need not be independent.

However, as of the date hereof, we have not retained such a consultant.

and Corporate Governance Committee .

We have a standing Nominating and Corporate Governance Committee.

Craig Loverock, William Caragol and

Siegel serves as members of the Nominating and Corporate Governance.

Siegel serves as the Nominating and Corporate Governance

Committee Chairman.

have adopted a Nominating and Governance Committee charter, which details the purpose and responsibilities of the Nominating and Governance

Committee, including:

the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees

for the next annual meeting of stockholders;

Craig Loverock, William

Caragol and Ned L.

Siegel serve as members of the Nominating and Corporate Governance Committee.

Siegel serves as the Nominating

and Corporate Governance Committee Chairman.

have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating

and Corporate Governance Committee, including:

the Board by identifying qualified candidates for director nominees and recommend to the Board of Directors the director nominees

for the next annual meeting of shareholders;

the Board in its annual review of its performance;

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of the Board of Directors

its fiscal year ended December 31, 2021, the Board met from time to time informally and acted by written consent on numerous occasions.

our fiscal year ended December 31, 2022, the Board met from time to time informally and acted by written consent on numerous occasions.

Indemnification

and Limitation on Liability of Directors

articles of incorporation limit the liability of our directors to the fullest extent permitted by Nevada law.

articles of incorporation limits the liability of our directors to the fullest extent permitted by Nevada law.

Nothing contained in the

provisions will be construed to deprive any director of his right to all defenses ordinarily available to the director nor will anything

herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

provisions will be construed to deprive any director of his or her right to all defenses ordinarily available to the director, nor will

anything herein be construed to deprive any director of any right he or she may have for contribution from any other director or other

present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification

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officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the

Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Incentive Plans

July 2015, the Board of Directors and stockholders adopted the Company’s 2015 Equity Incentive Plan (the “2015 Plan”),

effective as of July 5, 2015.

The 2015 Plan provides for the grant of the following types of stock awards:

(i) incentive stock options,

(ii) nonstatutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and

(vi) other stock awards.

The 2015 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide

incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the

eligible recipients may benefit from increases in value of the Common Stock.

The Board reserved 500,000 shares of Common Stock issuable upon the grant of awards under the 2015 Plan.

to the 2015 Plan, a Stock Option for 30,000 shares was granted to each Craig Loverock, Ned L.

Siegel, and William Caragol on December

March 31, 2021, the Board of Directors and majority stockholder adopted the Company’s 2021 Equity Incentive Plan (the “2021

The 2021 Plan provides for the grant of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory

stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards.

The 2021 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such

persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients

may benefit from increases in value of the Common Stock.

The Board reserved 1,250,000 shares of Common Stock issuable upon the grant of awards under the 2021 Plan.

Pursuant to the

2021 Plan, 15,000 Stock Option shares and 15,000 RSUs were granted to each Craig Loverock, Ned L.

Siegel, and William Caragol, on August

6 th and September 6 th , respectively.

An additional 100,000 Stock Option shares were granted to Steven Rossi on

August 6 th , pursuant to the 2021 Plan.

Worksport has filed an S-8 with the SEC to allow this and future compensation.

SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

EXECUTIVE COMPENSATION

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during

the years ended December 31, 2021 and 2020 in all capacities for the accounts of our executives, including the principal executive officer

and principal financial officer.

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during

the years ended December 31, 2022 and 2021 in all capacities for the account of our principal executive officer.

Compensation Table

Other Compensation

Year Ended December 31,

Rossi, Chief Executive Officer,

3,040,000 (2)

and Chair of the Board

Johnston, Chief Financial Officer

entered into an employment agreement with Steve Rossi, our Chief Executive Officer effective May 10, 2021 (the “Employment Agreement”).

Steven Rossi accrued $23,745 ($32,160 CAD) in unused vacation during 2022, which was paid out to Steven Rossi during 2023.

salary in 2022 was $298,943 ($404,888 CAD), and he received contributions towards health, dental, and vision coverage equaling $979 ($1,326

CAD) in the same year.

The payments were made in CAD, of which was converted to USD using the exchange rate of 0.738334 at December 31,

On November 11, 2022, we granted Steven Rossi 1,600,000 restricted stock units that vest in equal installments of 200,000 pursuant to

the completion of eight milestones.

For one of these 200,000 installments, Steven Rossi has the opportunity to earn the greater of 200,000

restricted shares or the number of restricted shares equal to 3% of the value of a material accretive acquisition.

The value at the grant

date based upon the probable outcome of such conditions for the 1,600,000 restricted stock units was $3,040,000.

Steven Rossi accrued $20,940 ($28,361 CAD) in unused vacation during 2021, which was paid out to Steven Rossi during 2023.

salary in 2021 was $288,602 ($390,883 CAD), and he received contributions towards health, dental, and vision coverage equaling $163 ($221

CAD) in the same year.

The payments were made in CAD, of which was converted to USD using the exchange rate of 0.738334 at December 31,

On August 6, 2021, we granted Steven Rossi an incentive stock option to purchase 100,000 shares of common stock for $5.50 per share under

the Worksport Ltd.

2021 Equity Incentive Plan.

The option vests 100% on the grant date.

The expiration date of the option is August 6,

The grant date fair value of this option was $538,700.

During the year ended December 31, 2021, Steven Rossi earned and accrued a $150,000 cash bonus, which was paid to him in 2023, pursuant

to his employment agreement.

entered into an employment agreement with Steven Rossi, our Chief Executive Officer (“Executive”), effective May 10, 2021

(the “Employment Agreement”).

term of the Employment Agreement commenced on May 10, 2021 (the “Effective Date”) and continues until the fifth (5 th )

anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the Employment Agreement;

that, on such fifth (5 th ) anniversary of the Effective Date and each third annual anniversary thereafter (such date and each

annual anniversary thereof, a “Renewal Date”), the Employment Agreement will be automatically renewed, upon the same terms

and conditions, for successive periods of three (3) years (each, a “Renewal Term”), unless either party provides written

notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

Rossi’s annual base salary will be $300,000 (“Base Salary”) and Mr.

anniversary thereof, unless terminated earlier pursuant to the terms of the Employment Agreement;

provided that, on such fifth (5 th )

anniversary of the Effective Date and each third annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal

Date”), the Employment Agreement will be automatically renewed, upon the same terms and conditions, for successive periods of three

(3) years, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days prior

to the applicable Renewal Date.

Rossi’s annual base salary is $300,000 (“Base Salary”), and Mr.

Rossi shall be entitled to annual bonus (“Bonus”)

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basis by the Compensation Committee of the Board of Directors of the Company.

Employment Agreement may be terminated by the Company with or without “Cause” (as defined below) or by the Executive with

or without “Good Reason” (as defined below).

Employment Agreement may be terminated by the Company with or without “Cause” (as defined below) or by Executive with or

without “Good Reason” (as defined below).

term “Cause” includes discharge by Company on account of the occurrence of one or more of the following events:

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material breach of the Employment Agreement;

intentional and material breach of the Confidential Information, Assignment of Intellectual Property and Restricted Activities sections

intentional and material breach of the Confidential Information, Assignment of Intellectual Property or Restricted Activities sections

of the Employment Agreement;

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the effective date of termination.

The Rossi shall also be entitled to receive earned but not paid Bonuses and any pro rata portion of

Rossi shall also be entitled to receive earned but not paid Bonuses and any pro rata portion of

the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance

determined under the terms of the Bonus as then in effect for such year, and expenses incurred through the date of termination and any

other benefits accrued but not paid.

determined under the terms of the Bonus as then in effect for such year, expenses incurred through the date of termination and any other

benefits accrued but not paid.

Notwithstanding the foregoing, Mr.

Rossi’s right to receive any unearned compensation is conditioned

Rossi execution and delivery to the Company a general release of claims.

Rossi’s execution and delivery to the Company a general release of claims.

the date of termination for Good Reason is after the end of a calendar year but prior to such time as Mr.

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with any applicable law or regulation.

Employment Agreement provides that the Company shall indemnify M.

Employment Agreement provides that the Company shall indemnify Mr.

Rossi to the fullest extent permitted by law for all amounts (including,

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Rossi amended the Company’s Series A Preferred

Stock Certificate of Designation to eliminate his right convert such his Series A Preferred Stock into 51% of the outstanding Common

Stock of the Company.

Stock Certificate of Designation to eliminate his right to convert his Series A Preferred Stock into 51% of the outstanding Common Stock

of the Company.

In consideration for Mr.

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of 1,717,535 unregistered shares of Common Stock.

table below set forth the outstanding equity awards held by our named executive officers at December 31, 2022.

EQUITY AWARDS AT DECEMBER 31, 2022

Option Awards

Number of securities underlying unexercised options (#) exercisable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares of units of stock that have not vested ($)

Steven Rossi, CEO & Pres.

August 6, 2026

2,000,000 (2)(3)

August 6, 2021, we granted Steven Rossi an incentive stock option to purchase 100,000 shares of common stock for $5.50 per share

under the Worksport Ltd.

2021 Equity Incentive Plan.

The option vests 100% on the grant date.

The expiration date of the option is

August 6, 2026.

November 11, 2022, 400,000 performance stock units (“PSUs”) granted to Steven Rossi on December 29, 2021 were modified.

The PSUs will now vest in 5% increments according to a schedule that correlates with our stock price.

The first 5% of the PSUs vest

upon our stock price closing at $2.25.

50% will have vested at a closing price of $5.31 and 100% will have vested at a closing price

As of December 31, 2022, no PSUs have vested.

November 11, 2022, we granted Steven Rossi 1,600,000 restricted stock units that vest in equal installments of 200,000 pursuant to

the completion of eight milestones.

For one of these 200,000 installments, Steven Rossi has the opportunity to earn the greater of

200,000 restricted shares or the number of restricted shares equal to 3% of the value of a material accretive acquisition.

Incentive Plans

Equity Incentive Plan

July 2015, our Board and shareholders adopted the Worksport Ltd.

2015 Equity Incentive Plan, effective as of July 5, 2015.

The 2015 Plan

provides for the grant of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory stock options, (iii) stock

appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards.

The 2015 Plan is intended

to help us secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts

for our success and that of any affiliate and provide a means by which the eligible recipients may benefit from increases in value of

our common stock.

The Board reserved 500,000 shares of common stock issuable upon the grant of awards under the 2015 Plan.

As of December

31, 2022, zero shares of common stock were available under the 2015 Plan.

Equity Incentive Plan

March 31, 2021, our Board and shareholders adopted the Worksport Ltd.

2021 Equity Incentive Plan.

The 2021 Plan provides for the grant

of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory stock options, (iii) stock appreciation rights,

(iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards.

The 2021 Plan is intended to help us secure

and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for our success and

that of any affiliate and provide a means by which the eligible recipients may benefit from increases in value of our common stock.

Board reserved 1,250,000 shares of common stock issuable upon the grant of awards under the 2021 Plan.

As of December 31, 2022, 60,000

shares of common stock were available under the 2021 Plan.

Equity Incentive Plan

September 2022 and November 2022, our Board and shareholders, respectively, approved and adopted the Worksport Ltd.

2022 Equity Incentive

The 2022 Plan authorizes the grant of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory stock

options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) performance units, (vii) performance

shares and (viii) other awards as the administrator may determine.

The 2022 Plan is to be administered by the Board, the Compensation

Committee or any other committee appointed by the Board.

The 2022 Plan is intended to (i) attract and retain the best available personnel

for positions of substantial responsibility, (ii) provide incentives to individuals who perform services for us and (iii) promote the

success of the business.

A total of 750,000 shares of common stock have been reserved for the issuance of awards under the 2022 Plan.

The 2022 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance

under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan, beginning with the

calendar year 2023, by an amount of shares of common stock so that the total amount of common stock available under the 2022 Plan is

equal to 15% of the total number of shares of common stock outstanding on December 31 st of the prior calendar year minus the

total number of shares reserved and available for issuance under the 2015 Plan and 2021 Plan.

As of December 31, 2022, 737,500 shares

of common stock were available under the 2022 Plan.

2022 Plan shall be in effect upon the adoption by the Board and remain in effect until the 10 th anniversary of the date the

Board approves and adopts the 2022 Plan, unless terminated earlier by the Board.

awards are surrendered, terminated, or expire without being exercised in whole or in part, new awards may be granted covering the shares

of common stock not issued under such lapsed awards, subject to any restrictions that may be imposed by the Code.

in Shares of Common Stock

the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization,

stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of

shares or other securities of the Company, or other change in the corporate structure of the Company affecting the shares occurs, the

administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under

the 2022 Plan, will adjust the number and class of shares that may be delivered under the 2022 Plan and/or the number, class, and price

of shares covered by each outstanding award, and the numerical share limits therein.

Non-Transferability

determined otherwise by the administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in

any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant,

only by the participant.

If the administrator makes an award transferable, such award may only be transferred (i) by will, (ii) by the

laws of descent and distribution, (iii) to a revocable trust or (iv) as permitted by Rule 701 of the Securities Act.

on Number of Shares Subject to Awards

maximum aggregate amount of cash that may be paid in cash during any calendar year (measured from the date of any payment) with respect

to one or more awards payable in cash is $100,000.

to the 2022 Plan

administrator may at any time amend, alter, suspend, or terminate the 2022 Plan.

We will obtain shareholder approval of any 2022 Plan

amendment to the extent necessary and desirable to comply with applicable laws.

No amendment, alteration, suspension, or termination

of the 2022 Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the administrator,

which agreement must be in writing and signed by the participant and the Company.

Termination of the 2022 Plan will not affect the administrator’s

ability to exercise the powers granted to it hereunder with respect to awards granted under the 2022 Plan prior to the date of such termination.

per share exercise price for the shares to be issued pursuant to exercise of an option will be determined by the administrator but will

be no less than 100% of the fair market value per share on the date of grant.

In addition, in the case of an incentive stock option granted

to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all

classes of our stock or any parent or subsidiary, the per share exercise price will be no less than 110% of the fair market value per

share on the date of grant.

Notwithstanding the foregoing, options may be granted with a per share exercise price of less than 100% of

the fair market value per share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section

424(a) of the Code.

option will be designated in the award agreement as either an incentive stock option or a non-qualified stock option.

However, notwithstanding

such designation, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options are

exercisable for the first time by the participant during any calendar year (under all plans of the Company and any parent or subsidiary)

exceeds $100,000, such options will be treated as non-qualified stock options.

Incentive stock options will be taken into account in

the order in which they were granted.

The fair market value of the shares will be determined as of the time the option with respect to

such shares is granted.

option granted hereunder will be exercisable according to the terms of the 2022 Plan and at such times and under such conditions as determined

by the administrator and set forth in the award agreement.

An option may not be exercised for a fraction of a share.

An option will be

deemed exercised when we receive:

(i) notice of exercise (in such form as the administrator specifies from time to time) from the person

entitled to exercise the option, and (ii) full payment for the shares with respect to which the option is exercised (together with any

applicable withholding taxes).

of Termination of Employment or Death or Disability

a participant ceases to be a service provider, other than upon the participant’s termination as the result of the participant’s

death or disability, the participant may exercise his, her, or its option within such period of time as is specified in the award agreement

to the extent that the option is vested on the date of termination (but in no event later than the expiration of the term of such option

as set forth in the award agreement).

In the absence of a specified time in the award agreement, the option will remain exercisable for

three months following the participant’s termination.

Unless otherwise provided by the administrator, if on the date of termination

the participant is not vested as to his, her, or its entire option, the shares covered by the unvested portion of the option will revert

to the 2022 Plan.

If after termination the participant does not exercise his, her, or its option within the time specified by the administrator,

the option will terminate, and the shares covered by such option will revert to the 2022 Plan.

a participant ceases to be a service provider as a result of the participant’s disability, the participant may exercise his or

her option within such period of time as is specified in the award agreement to the extent the option is vested on the date of termination

(but in no event later than the expiration of the term of such option as set forth in the award agreement).

In the absence of a specified

time in the award agreement, the option will remain exercisable for six (6) months following the participant’s termination.

otherwise provided by the administrator, if on the date of termination the participant is not vested as to his or her entire option,

the shares covered by the unvested portion of the option will revert to the 2022 Plan.

If after termination the participant does not

exercise his or her option within the time specified herein, the option will terminate, and the shares covered by such option will revert

to the 2022 Plan.

a participant dies while a service provider, the option may be exercised within such period of time as is specified in the award agreement

to the extent that the option is vested on the date of death (but in no event may the option be exercised later than the expiration of

the term of such option as set forth in the award agreement), by the participant’s designated beneficiary, provided such beneficiary

has been designated prior to participant’s death in a form acceptable to the administrator.

If no such beneficiary has been designated

by the participant, then such option may be exercised by the personal representative of the participant’s estate or by the person(s)

to whom the option is transferred pursuant to the participant’s will or in accordance with the laws of descent and distribution.

In the absence of a specified time in the award agreement, the option will remain exercisable for six (6) months following participant’s

Unless otherwise provided by the administrator, if at the time of death participant is not vested as to his or her entire option,

the shares covered by the unvested portion of the option will continue to vest in accordance with the award agreement.

If the option

is not so exercised within the time specified herein, the option will terminate, and the shares covered by such option will revert to

the 2022 Plan.

the event of a merger of the Company with or into another corporation or other entity or a change in control, each outstanding option

will be treated as the administrator determines without a participant’s consent.

Appreciation Rights

of Stock Appreciation Rights

to the terms and conditions of the 2022 Plan, a stock appreciation right may be granted to service providers at any time and from time

to time as will be determined by the administrator, in its sole discretion.

administrator will have complete discretion to determine the number of stock appreciation rights granted to any participant.

Price and Other Terms

administrator, subject to the provisions of the 2022 Plan, will have complete discretion to determine the terms and conditions of stock

appreciation rights granted under the 2022 Plan; provided, however, that the exercise price will be not less than 100% of the fair

market value of a share on the date of grant.

Expiration, and Payment

stock appreciation right grant will be evidenced by an award agreement that will specify the exercise price, the term of the stock appreciation

right, the conditions of exercise, and such other terms and conditions as the administrator, in its sole discretion, will determine.

A stock appreciation right granted under the 2022 Plan will expire upon the date determined by the administrator, in its sole discretion,

and set forth in the award agreement; provided, however, that the term will be no more than 10 years from the date of grant thereof.

Upon exercise of a stock appreciation right, a participant will be entitled to receive payment from the Company in an amount determined

by multiplying:

(i) the difference between the fair market value of a share on the date of exercise over the exercise price; times

(ii) the number of shares with respect to which the stock appreciation right is exercised.

At the discretion of the administrator,

the payment upon stock appreciation right exercise may be in cash, in shares of equivalent value, or in some combination thereof.

of Restricted Stock

to the terms and provisions of the 2022 Plan, the administrator, at any time and from time to time, may grant shares of restricted stock

to service providers in such amounts as the administrator, in its sole discretion, will determine.

award of restricted stock will be evidenced by an award agreement that will specify the period of restriction, the number of shares granted,

and such other terms and conditions as the administrator, in its sole discretion, will determine.

Unless the administrator determines

otherwise, the Company as escrow agent will hold shares of restricted stock until the restrictions on such shares have lapsed.

Transferability

as provided otherwise in the 2022 Plan, shares of restricted stock may not be sold, transferred, pledged, assigned, or otherwise alienated

or hypothecated until the end of the applicable period of restriction.

The administrator, in its sole discretion, may impose such other

restrictions on shares of restricted stock as it may deem advisable or appropriate.

the period of restriction, service providers holding shares of restricted stock granted hereunder may exercise full voting rights with

respect to those shares, unless the administrator determines otherwise.

Other Distributions, and Return

the period of restriction, service providers holding shares of restricted stock will be entitled to receive all dividends and other distributions

paid with respect to such shares unless otherwise provided in the award agreement.

If any such dividends or distributions are paid in

shares, the shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with

respect to which they were paid.

On the date set forth in the award agreement, the restricted stock for which restrictions have not lapsed

will revert to the Company and again will become available for grant under the 2022 Plan.

of Restricted Stock Units

stock units may be granted at any time and from time to time as determined by the administrator.

Each restricted stock unit grant will

be evidenced by an award agreement that will specify such other terms and conditions as the administrator, in its sole discretion, will

determine, including all terms, conditions, and restrictions related to the grant, the number of restricted stock units and the form

of payout, which may be left to the discretion of the administrator.

Criteria and Other Terms

administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine

the number of restricted stock units that will be paid out to the participant.

After the grant of restricted stock units, the administrator,

in its sole discretion, may reduce or waive any restrictions for such restricted stock units.

Each award of restricted stock units will

be evidenced by an award agreement that will specify the vesting criteria and such other terms and conditions as the administrator, in

its sole discretion, will determine.

The administrator, in its discretion, may accelerate the time at which any restrictions will lapse

or be removed.

Upon meeting the applicable vesting criteria, the participant will be entitled to receive a payout as specified in the

award agreement.

On the date set forth in the award agreement, all unearned restricted stock units will be forfeited to us.

Units and Performance Shares

of Performance Units/Shares

units and performance shares may be granted to service providers at any time and from time to time, as will be determined by the administrator,

in its sole discretion.

The administrator will have complete discretion in determining the number of performance units/shares granted

to each participant.

of Performance Units/Shares

performance unit will have an initial value that is established by the administrator on or before the date of grant.

Each performance

share will have an initial value equal to the fair market value of a share on the date of grant.

Objections and Other Terms

administrator will set performance objectives or other vesting provisions.

The administrator may set vesting criteria based upon the

achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis

determined by the administrator in its discretion.

Each award of performance units/shares will be evidenced by an award agreement that

will specify the performance period, and such other terms and conditions as the administrator, in its sole discretion, will determine.

After the applicable performance period has ended, the holder of performance units/shares will be entitled to receive a payout of the

number of performance units/shares earned by the participant over the performance period, to be determined as a function of the extent

to which the corresponding performance objectives or other vesting provisions have been achieved.

After the grant of a performance unit/share,

the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance

On the date set forth in the award agreement, all unearned or unvested performance units/shares will be forfeited to the

Company and, again, will be available for grant under the 2022 Plan.

are permitted to receive fixed fees and other compensation for their services as directors.

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of directors.

During 2021 Steven Rossi,

Craig Loverock, Bill Caragol, Ned L.

2022, Steven Rossi, Lorenzo Rossi, Craig Loverock, Bill Caragol, and Ned L.

Siegel were compensated for their services.

of December 31, 2022

Incentive Plan

Craig Loverock

William Caragol

Payments were made in CAD and converted to USD per the exchange rate as of the date of each payment, of which include $2,713, $2,631,

$2,473, $828, $2,813, $2,835 on March 31, 2022, June 30, 2022, September 29, 2022, October 31, 2022, November 30, 2022, and December

31, 2022, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this report by

(a) each stockholder who is known to us to beneficially own 5% or more of our Common Stock, (b) directors, (c) our executive officers,

(a) each shareholder who is known to us to beneficially own more than 5% of our common stock, (b) directors, (c) our executive officers,

and (d) all executive officers and directors as a group.

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and includes options, warrants and other securities convertible or exercisable into shares of common stock, provided that such securities

are currently exercisable or convertible or exercisable or convertible within 60 days of the date hereof.

Each director or officer, as

the case may be, has furnished us with information with respect to their beneficial ownership.

Except as otherwise indicated, all persons

listed below have (i) sole voting power and investment power with respect to their Common Stock, except to the extent that authority

is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their Common Stock.

Name and Address of Beneficial Owner (1)

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers:

Steven Rossi (3) —CEO, President, and Chairman

Michael Johnston —CFO

Lorenzo Rossi —Director

Craig Loverock —Director

William Caragol —Director

are currently exercisable or convertible within 60 days of March 31, 2023.

Each director or officer, as the case may be, has furnished

us with information with respect to their beneficial ownership.

Except as otherwise indicated, all persons listed below have (i) sole

voting power and investment power with respect to their common stock, except to the extent that authority is shared by spouses under

applicable law, and (ii) record and beneficial ownership with respect to their common stock.

and Address of Beneficial Owner (1)

of Shares of Common Stock Beneficially Owned

of Common Stock Beneficially Owned (2)

and Executive Officers:

Rossi (3) —CEO, President, and Chairman

Johnston —CFO

Rossi —Director

Loverock —Director

Caragol —Director

Siegel —Director

All officers and directors as a group (6 persons)

5% or More Stockholders:

Prasad Bikkani (4)

AI Media Data LLC (5)

Leonite Fund I, LP (6)

Unless otherwise indicated, the address for each person is c/o Worksport Ltd., 414-3120 Rutherford Rd, Vaughan, Ontario, Canada L4K 0B1.

Based on 16,961,245 shares of Common Stock outstanding as of the date of this report.

officers and directors as a group (6 persons)

Shareholders:

Media Data LLC (7)

Unless otherwise indicated, the address for each person is c/o Worksport Ltd., 55G East Beaver Creek Rd., Richmond Hill, Ontario, L4B

Based on 17,159,376 shares of common stock outstanding as of March 31, 2023.

Includes 100,000 shares of common stock issuable upon the exercise of vested options at a price of $5.5 per share until August 6, 2021.

Rossi also owns 100 shares of Series A Preferred Stock entitling him to 51% of the voting power of the corporation.

See “Description

of Securities–Series A Preferred Stock.”

Includes (i) 315,490 shares of Common Stock and 730,980 shares of Common Stock issuable upon the exercise of vested warrants held by

Equity Trust Company, an entity of which Mr.

Bikkani has voting and dispositive control, and (ii) 750,000 shares of Common Stock issuable

upon the exercise of vested warrants held by Mr.

Bikkani’s wife.

The address for Mr.

Bikkani is 3043 Forest Lake Dr.

Includes (i) 15,000 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September 6, 2021, (ii)

15,000 shares of common stock issuable upon the exercise of vested options at a price of $5.50 per share until August 6, 2031, (iii)

10,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2031 and

(iv) 20,000 shares of common stock issuable upon the exercise of vested options at a price of $1.66 per share until January 30, 2033.

Includes (i) 15,000 shares of restricted shares of common stock granted on September 6, 2021 and that vested on January 1, 2022, (ii)

15,000 shares of common stock issuable upon the exercise of vested options at a price of $5.50 per share until August 6, 2031, (iii)

10,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2031 and

(iv) 20,000 shares of common stock issuable upon the exercise of vested options at a price of $1.66 per share until January 30, 2033.

Includes (i) 15,000 shares of restricted shares of common stock granted on September 6, 2021 and that vested on January 1, 2022, (ii)

15,000 shares of common stock issuable upon the exercise of vested options at a price of $5.50 per share until August 6, 2031, (iii)

10,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2031 and

(iv) 20,000 shares of common stock issuable upon the exercise of vested options at a price of $1.66 per share until January 30, 2033.

Includes (i) 250,000 restricted shares of common stock and 600,000 shares of common stock issuable upon the exercise of vested warrants

and (ii) 700,000 vested RSUs and 100,000 shares of Common Stock issuable upon the exercise of vested stock options held by AI Media Data

LLC, an entity of which Mr.

held by Wesley van de Wiel, (ii) 225,000 shares of common stock issuable upon the exercise of vested stock options held by Wesley van

de Wiel, and (ii) 700,000 vested RSUs held by AI Media Data LLC, an entity of which Mr.

Wesley Van De Wiel is the control person.

The address for Mr.

Van De Wiel is Borodinstraat 164,5011 HE Tilburg,

Noord Brabant -The Netherlands.

Includes 1,000,000 shares of Common Stock issuable upon the exercise of vested warrants.

address for Mr.

Van De Wiel is Borodinstraat 164,5011 HE Tilburg, Noord Brabant -The Netherlands.

Plan Information

Part II, Item 5 “ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ”

of this Annual Report on Form 10-K.

are no arrangements, to our knowledge, including any pledge by any person of securities of the Company, the operation of which may at

a subsequent date result in a change in control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our Common Stock, or any family member

thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in which the amount involved in the

transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed

fiscal years.

with Related Persons

the year ended December 31, 2021, the Company recorded salaries expense of $410,573 (2020 - $64,903) related to services rendered to

the Company by its CEO.

During the same period the Company recorded salaries expense of $125,707 to an officer of the Company and

the year ended December 31, 2021, the Company’s CEO paid expenses on behalf of the Company of $12,154 (2020 - repayment

As of December 31, 2021, the Company has payable of $35,547 (2020 - $23,393) owed to the Company’s CEO.

the year ended December 31, 2021, the Company paid a director of the Company $50,000 for services rendered from 2015 to 2020.

the year ended December 31, 2021, the Company paid $59,203 for consulting services relating to negotiations with manufacturers,

to a U.S.-based corporation which the Company’s CEO and director is also a stockholder.

Anderson Limited, an accounting firm based in Ontario, Canada and managed by Worksport’s Chief Financial Officer, Michael Johnston,

received $$124,988 for services rendered within the year ending December 31, 2022.

except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family

member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in which the amount involved

in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two

completed fiscal years.

Rossi owns 100% of the outstanding shares of Series A Preferred Stock of the Company.

9 unchanged sentences

consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee

approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related

approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification.

presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related

persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to

1 unchanged sentence

Under the policy, we will collect information

that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable

that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable

us to identify any existing or potential related person transactions and to effectuate the terms of the policy.

3 unchanged sentences

In considering related person transactions,

our Audit Committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances

including, but not limited to:

our Audit Committee, or other independent body of our Board, will take into account the relevant available facts and circumstances including,

but not limited to:

risks, costs and benefits to us;

5 unchanged sentences

independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not

inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other independent body of our Board of

Directors, determines in the good faith exercise of its discretion.

“independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries

or any other individual having a relationship which in the opinion of the Company’s Board, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Steven Rossi, Lorenzo Rossi, Craig Loverock, William

Caragol and Ned L.

Siegel serve as members of our Board of Directors.

Our Board has determined that Craig Loverock, William Caragol and

Siegel are “independent directors” as defined in the Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange

Act and applicable SEC rules.

inconsistent with, our best interests and those of our shareholders, as our Audit Committee, or other independent body of our Board,

determines in the good faith exercise of its discretion.

PRINCIPAL ACCOUNTING FEES AND SERVICES

independent auditor, Haynie & Company billed an aggregate of $121,630 and $60,556 for the fiscal years ended December 31,

2021 and December 31, 2020, respectively, for professional services rendered for the audit of our annual financial statements and review

of the financial statements included in our quarterly reports.

the year ended December 31, 2021 and 2020, we engaged Haynie & Company as our independent registered accounting firm.

years ended December 31, 2021 and 2020, we incurred fees, as discussed below:

Fiscal Year Ended December 31,

former independent auditor, Haynie & Company billed an aggregate of $100,200 and $121,630 for the fiscal years ended December 31,

2022 and December 31, 2021, respectively, for professional services rendered for the audit of our 2021 annual financial statements and

review of the financial statements included in our quarterly reports.

On November 15, 2022, Haynie & Company resigned as the Company’s

independent public accountants.

the year ended 2021 and for the period from January 1, 2022 until November 15, 2022, we engaged Haynie & Company as our independent

registered accounting firm.

For the years ended December 31, 2022 and 2021, we incurred fees, as discussed below:

Year Ended December 31,

Audit-Related Fees (1)

incurred in conjunction with consents for various registration statements filed during years.

November 18, 2022, we appointed Lumsden & McCormick, LLP to serve as our independent auditor.

Our independent auditor billed an aggregate

of $4,000 through December 31, 2022 for professional services rendered for the audit of our 2022 annual financial statements.

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

10 unchanged sentences

following documents are filed as part of this Annual Report on Form 10-K:

Form of Amended and Restated Articles of Incorporation of Worksport Ltd.

Amended and Restated Articles of Incorporation of Worksport Ltd.

filed with the Nevada Secretary of State on May 7, 2021 (8)

1 unchanged sentence

Series B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020 (8)

Form of Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020 (8)

Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020 (8)

Amendment to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split (10)

2 unchanged sentences

and Franchise Holdings International, Inc.

Description of Registrant’s Securities

Form of Warrant Agent Agreement and Form of Warrant (10)

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Employment Agreement, dated May 10, 2021, between Worksport Ltd.

and Steve Rossi (7)

and Steven Rossi (7)

Worksport Ltd.

2015 Equity Incentive Plan (10)

5 unchanged sentences

Form of Subscription Agreement for 2021 Private Placement (11)

Worksport Ltd.

2015 Equity Incentive Plan (10)

Worksport Ltd.

2021 Equity Incentive Plan

Worksport Ltd.

2022 Equity Incentive Plan

At the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C.

Wainwright & Co., LLC.

Performance Stock Unit award, dated November 11, 2022, to Steven Rossi (13)

Performance Stock Unit award, dated November 11, 2022, to Lorenzo Rossi (13)

Restricted Stock award, dated November 11, 2022, to Steven Rossi (13)

Agreement dated as of January 30, 2023, between Worksport Ltd.

and Wesley Van de Wiel.

Code of Ethics (9)

List of Subsidiaries

Consent of Haynie & Company

Consent of Lumsden & McCormick, LLP

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document*

XBRL Schema Document*

XBRL Calculation Linkbase Document*

XBRL Definition Linkbase Document*

XBRL Label Linkbase Document*

XBRL Presentation Linkbase Document*

Page Interactive Data File.

compensatory plan.

herewith and not to be incorporated by reference into any filing of Worksport Ltd.

under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.

as an exhibit to the Company’s Form 10-Q filed April 24, 2009.

9 unchanged sentences

as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 16, 2021.

as an exhibit to the Company’s Registration Statement on Form S-3 filed on September 30, 2022.

as an exhibit to the Company’s Form 10-Q filed November 14, 2022.

FORM 10-K SUMMARY.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures