What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-28 compared with 2023-03-31 · 16 added, 75 removed, 15 unchanged (86% of the section changed)

12 unchanged sentences

Therefore, we do not expect to pay cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results

of operations, capital requirements, and other factors that our Board deems relevant.

In addition, the terms of any future debt or credit

financings may preclude us from paying dividends.

Incentive Plans

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

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 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

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

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

2021 Equity Incentive Plan (the “2021 Plan”).

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.

The 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.

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.

Any future decision to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations,

capital requirements, and other factors that our Board deems relevant.

In addition, the terms of any future debt or credit financings

may preclude us from paying dividends.

Sales of Equity Securities

shares of common stock issued to Exchange Listing LLC on March 17, 2022 for consulting services

rendered per agreement signed on January 26, 2022.

shares of common stock issued to Zenfar Investments on January 13, 2022 for consulting services

rendered per agreement signed on March 3, 2021.

common shares issued to Rafael Oliveira on April 23, 2022 for employment services rendered

per agreement signed on March 7, 2022.

common shares issued to Steven Obadiah on April 23, 2022 for consulting services rendered per agreement signed on February 23, 2022.

foregoing securities were issued in reliance on the exclusion from registration provided by Section 4(a)(2) of the Securities Act due

to purchase 7,000,000 shares of common stock of the Company at an exercise price of $1.34 per share, subject to adjustment for reverse

stock splits, recapitalizations and reorganizations, which are exercisable six months from November 2, 2023, or May 2, 2024, until

the date that is five and a half years from November 2, 2023, or May 7, 2029.

to purchase 7,700,264 shares of common stock of the Company at an exercise price of $0.74 per share, subject to adjustment for reverse

stock splits, recapitalizations and reorganizations, which are exercisable six months after the date of issuance, or September 20,

2024, until the five and a half-year anniversary date of the date of issuance, or September 20, 2029.

foregoing securities were issued in reliance on the exclusion from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act due

to the fact the issuance did not involve a public offering of securities.

PLAN INFORMATION

Equity Incentive Plan:

Equity compensation

plans approved by security holders

compensation plans not approved by security holders

Equity Incentive Plan:

Equity compensation plans

approved by security holders

compensation plans not approved by security holders

Equity Incentive Plan:

Equity compensation plans

approved by security holders

Equity compensation plans

not approved by security holders

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.

Authorized For Issuance Under Equity Compensation Plans

Item 12 “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Incentive

Plans ” of this Annual Report on Form 10-K.

Incentive Plans

Item 11 “ Executive Compensation ” of this Annual Report on Form 10-K.

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 5. Market for Registrant’s Common Equity