What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-31 · 361 added, 248 removed, 669 unchanged (48% of the section changed)

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Weakness in Internal Control over Financial Reporting

did not design written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls

have not designed written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls

to prevent and detect potential errors.

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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.

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

not effective as of December 31, 2023.

the year ended December 31, 2023, we continued to enhance our internal control over financial reporting in an effort to remediate the

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policies and critical accounting estimates.

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.

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 2024.

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forth below is a list of the names, ages and positions of our executive officers and directors as of March 27, 2024:

Director or Executive

Officer Since:

or Executive Officer Since:

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

(Principal Executive Officer)

Executive Officer)

Financial Officer

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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.

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

Steven Rossi has over two decades

of business experience.

Prior to founding Worksport, he founded two automotive based companies in 2005 and 2006, respectively, and managed

and grew their respective operations for several years.

Since founding Worksport Ontario in 2011, Mr.

Rossi has been granted numerous

patents across the United States and Canada.

He has assigned all patents exclusively to Worksport.

Rossi attended the University

of Toronto from 2005 to 2007, majoring in Life Science, pausing his post-secondary education to begin his career as an entrepreneur,

visionary, and founder.

Through his prior experiences, Steven possesses the knowledge and experience in establishing, managing, and growing

automotive companies that aid 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.

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.

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

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Johnston holds a graduate degree from the University of Western Ontario.

Rossi has been serving as a director of the Company since December 9, 2014.

Since 2005, he has been the Computer Science & Communications

Technology Department Head at the Cardinal Carter Academy for the Arts of the Toronto Catholic District Schools.

Lorenzo received a Master

of Education in 1995 from the University of Toronto and a Bachelor of Arts from Laurentian University in 1977.

The Board believes that

Rossi’s professional experience qualifies him to serve on our Board.

Rossi has served as Director of the company since December 9, 2014, and he has since been a cornerstone of leadership and expertise,

significantly shaping the Company’s strategic and governance frameworks with a keen focus on excellence and innovation.

His strategic

acumen, particularly as Chair of Finance for Canada’s second-largest Catholic school board, has demonstrated his ability to drive

educational excellence while maintaining fiscal discipline.

Rossi has also contributed valuable insights from his tenure as a Board

Director for a TSX-listed biometric company, enhancing his understanding of corporate strategies in technology and security.

His extensive

experience as a Continuing Education High School Principal for 23 years further showcases his leadership in educational development and

his commitment to fostering academic achievements.

academic qualifications that include a Doctorate in Theology (ThD), a Master of Education (M.Ed.) in Computer Science, a Bachelor of

Education (B.Ed.), and a Bachelor of Arts (B.A.), Mr.

Rossi’s diverse educational background underpins his strategic decision-making

and commitment to lifelong learning.

Rossi’s tenure embodies strategic leadership, innovation, and a commitment to operational

excellence, making him an integral asset to the Company’s leadership team.

His contributions are pivotal in driving the Company’s

strategic initiatives, optimizing performance, and enhancing shareholder value.

Loverock, CPA, CA , has been serving as a member of the Board of the Company since April 22, 2019.

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

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

Loverock is a licensed CPA (Chartered Professional Accountant) and 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, 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.

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.

since November 30, 2015, and currently serves as the Chief Financial Officer of Stronach International

From January 2018 to April 2023, he served 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.

The 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.

Caragol was appointed a director June 30, 2021.

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

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

since July of 2021.

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Caragol has been Chairman of the Board of Thermomedics, Inc., a medical diagnostic equipment company.

Caragol, since February

2021, is also on the Board of Directors and is Chairman of the Audit Committee of Greenbox POS (NASDAQ:

GBOX), and, from 2012 to 2018,

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.

Since July 2023, Mr.

Caragol has also been on the board of directors and has been Chairman of the audit committee of Janover, Inc.

JNVR), and he

served on the board of directors of Greenbox POS (NASDAQ:

GBOX) from 2021 to April 2023.

Since November 2021, Mr.

Caragol has also served as the Chief Operating Officer of Iron Horse Acquisitions Corp.

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.

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.

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 several 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

Siegel was appointed a director June 30, 2021.

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

which was established to help U.S.

(OPIC), 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.

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.

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:

Janover Inc., La Rosa Holdings Corp.

and Bannix Acquisition

He also presently serves in an advisory capacity to the U.S.

Medical Glove Company,

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 of Directors and as a member of the Board’s

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

following members comprise our Advisory Board as of March 27, 2024:

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Timmons joined the Company’s Advisory Board on June 30, 2021.

Mike Timmons is the Executive Vice President for AXC., a high-end

truck accessory brand focused on providing the finest thermal formed products manufactured in the USA.

Previously, Mike Timmons was VP

of Jeep & Off-Road for Truck Hero, Inc., leading brands like Rugged Ridge and Omix-ADA where he developed & oversaw core business

practices that improved branding and new product development approaches.

Mike Timmons is Vice President of Sales and Marketing for EGR,

Inc., a global OEM manufacturer, where he is leading the efforts to relaunch the brand in the Aftermarket space.

Previously, Mike Timmons

was VP of Jeep & Off-Road for Truck Hero, Inc (now RealTruck), leading brands like Rugged Ridge, Omix-ADA, and other aftermarket

leading brands where he developed & oversaw core business practices that improved branding and new product development approaches.

DiNanno joined the Company’s Advisory Board on February 17, 2022.

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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 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.

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 shareholders or until their resignation

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

Trading Policy

officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading

The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the

misuse of material nonpublic information in the trading of our securities.

To ensure compliance with the Insider Trading Policy and applicable

federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries

must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading

plans that were preapproved.

Even during a trading window period, certain insiders, including our named executive officers and directors,

must comply with our designated pre-clearance policy prior to trading in our securities.

Independence and Board Committees

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

“independent director” is defined generally as a director that is not 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

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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.

Siegel are “independent directors” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) listing rules

and under Rule 10-A-3(b)(1) of the Exchange Act and applicable SEC rules.

We currently have a standing Audit Committee.

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Craig Loverock qualifies as an “audit committee financial expert” under the SEC rules.

have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including:

have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including to:

compensate, and oversee the work of any registered public accounting firm employed by us;

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William Caragol, Craig Loverock and Ned

Siegel serve as members of or Compensation Committee.

Siegel serve as members of our Compensation Committee.

Caragol serves as the Compensation Committee Chairman.

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the annual process of evaluation of the performance of our management;

such other duties and responsibilities as enumerated in and consistent with Compensation Committee’s charter.

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

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

such other duties and responsibilities as enumerated in and consistent with the Compensation Committee’s charter.

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

certain 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.

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We have a standing Nominating and Corporate Governance Committee.

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

Craig Loverock,

William Caragol and Ned L.

Siegel serve as members of the Nominating and Corporate Governance.

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 to:

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 shareholders;

the Board in its annual review of its performance;

to the Board director nominees for each committee of the Board;

director nominees to the Board for each committee of the Board;

and recommend to the Board corporate governance guidelines applicable to us.

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and Limitation on Liability of Directors

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

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

Nothing contained in the

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will be required or permitted.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,

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

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

Insofar as indemnification for liabilities arising under the Securities Act may be permitted

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

opinion of the 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 officer during

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

following summary compensation table sets forth all compensation awarded to, earned by, or paid during

the years ended December 31, 2023 and 2022 in all capacities for our “named executive officers” which include:

(i) all individuals

serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level;

our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed

fiscal year and whose total compensation for the last fiscal year exceeded $100,000;

and (iii) up to two additional individuals for whom

disclosure would have been provided under (ii), except that the individual was not serving as an executive officer of the company at the

end of the last completed fiscal year.

Compensation Table

Year Ended December 31,

Rossi, Chief Executive Officer,

Name and Position

Fiscal Year Ended December 31,

Stock Awards ($)

Stock Options ($)

Steven Rossi, Chief Executive Officer,

4,978,572 (2)

and Chair of the Board

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.

3,040,000 (4)

Steven Rossi’s gross salary in 2023 was $304,569.57 ($411,000.10 CAD), and he received $69,214.30 ($93,400.94 CAD) in vacation

He additionally received contributions towards health, dental, and vision coverage equaling $454.90 ($613.86 CAD) in the same

The payments were made in CAD, of which was converted to USD using the 2023 average exchange rate of 0.741045.

On May 1, 2023, we granted Steven Rossi 2,000,000 NQSO Stock Options with a strike price of $1.74 and a vesting schedule based on market

capitalization.

On July 21, 2023, we granted Steven Rossi 50,000 NQSO stock options with a strike price of $3.61 to be vested 50% one

year from grant date and 50% two years from grant date.

On October 31, 2023, we granted Steven Rossi 1,500,000 ISO Stock Options with

a strike price of $1.44 to be vested upon completion of revenue milestones.

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

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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”).

The payments were made in CAD, 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.

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

1, 2023, this award was cancelled, and in consideration for this and his service to the corporation Steven Rossi was granted a non-qualified

stock option to purchase up to an aggregate of two million (2,000,000) shares of common stock of the Corporation.

entered into an employment agreement with Steven Rossi, our Chief Executive Officer, 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, 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”)

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.

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

equal to 50% of his Base Salary, provided that certain performance goals are met.

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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 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 the 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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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, 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, and expenses incurred through the date of termination and any

other benefits accrued but not paid.

Notwithstanding the foregoing, Mr.

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arising out of or relating to the performance by Executive of services for, or the acting by Executive as a director, officer or Executive

of, Company, or any subsidiary of the Company.

of, the Company or any subsidiary of the Company.

addition to the foregoing, pursuant to the terms of the Employment Agreement, 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.

table below set forth the outstanding equity awards held by our named executive officers at of December 31, 2023.

EQUITY AWARDS AT DECEMBER 31, 2023

Option Awards

Number of securities underlying unexercised options (#) exercisable

Equity incentive plan awards:

of securities underlying exercised options (#)

of securities underlying unexercised options (#) exercisable

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

exercise price ($)

expiration date

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

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

Rossi, CEO & Pres.

3,650,000(1)(2)(3)(4)

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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.

July 21, 2023, we granted Steven Rossi a non-qualified stock option to purchase 50,000 shares of common stock for $3.61 per share

under the Worksport Ltd.

2022 Equity Incentive Plan.

The option vests 50% on the first annual anniversary of the grant date, and

the other 50% vests on the second annual anniversary of the grant date.

The expiration date of the option is July 21, 2028.

May 1, 2023, we granted Steven Rossi a non-qualified stock option to purchase 2,000,000 shares

of common stock for $1.74 per share.

Vesting is based upon the achievement of either the

Company’s Market Capitalization or the Company’s Share Price.

The grant vests

in ten tranches.

The first tranche vests once the Company either maintains a volume weighted

average price of $2.00 or more for 10 consecutive trading days or reaches a market capitalization

of $38,000,000, and an additional tranche representing 10% of the option grant vests for

each dollar by which the volume weighted average price increases or for each additional $17,000,000

in which the Company’s market capitalization increases.

October 31, 2023, we granted Steven Rossi an incentive stock option to purchase 1,500,000 shares of common stock for $1.44 per share.

Vesting is based upon the achievement of revenue-based milestones.

The first tranche representing 20% of the option vests upon the

achieving of an annual run rate revenue of $10,000,000 as measured by $2,500,000 of quarterly revenue, and an additional 20% vests

for each $10,000,000 increase in annual run rates, each represented by an additional $2,500,000 of quarterly revenue.

Incentive Plans

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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.

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, 2023, zero shares of common stock remain 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.

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, 2023, 15,000 shares of common stock were available under the 2021 Plan.

Equity Incentive Plan

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2022 Equity Incentive

Plan (the “2022 Plan”).

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.

(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 (vii) 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 our 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.

of December 31, 2023, 967,791 shares of common stock were available under the 2022 Plan.

The number of shares of common stock authorized under the 2022 Plan as of January 1, 2024 was 3,033,107.

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

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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.

laws of descent and distribution, (iii) to a revocable trust or (iv) as permitted by Rule 701 of the Securities Act of 1933, as amended

(the “Securities Act”).

on Number of Shares Subject to Awards

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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.

in which case such an 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

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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.

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

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Siegel were compensated for their services.

Compensation (1)

of December 31, 2023

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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.

Lorenzo Rossi

Payments were made in CAD and converted to USD per the exchange rate as of the date of each bill, of which include $11,456.51, $11,382.77,

$11,366.40, and $11,542.10 on March 31, 2023, July 1, 2023, October 1, 2023, and December 31, 2023, respectively.

Lorenzo Rossi’s gross salary in 2023 was $236,921.13 ($319,712.20 CAD), and he received $33,903.28 ($45,750.63 CAD) in vacation

He additionally received contributions towards health, dental, and vision coverage equaling $902.78 ($1,218.25 CAD) in the same

The payments were made in CAD, of which was converted to USD using the 2023 average exchange rate of 0.741045.

(3) During the year ended December 31, 2023, each of the three independent

directors were granted 120,000 and 7,500 shares of common stock issuable upon the exercise of vested options at a price of $1.66 and $3.61

per share until January 30, 2033 and July 21, 2028, respectively.

October 2, 2023, our Board adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule

10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and

operating data, and the correct calculation of performance against incentive targets.

Our policy addresses recoupment of amounts from

performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial

restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or

gross misconduct that contributed to the need for a financial restatement.

Policies and Practices

for Granting Certain Equity Awards

Our policies and practices

regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the

integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to

executives and other eligible employees.

The timing of equity

award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established

performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting

of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and

to ensure the competitiveness of our compensation packages.

In determining the

timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that

such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures

to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal

counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not

influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate

governance and continue to serve the best interests of the Company and its shareholders.

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

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are currently exercisable or convertible within 60 days of March 27, 2024.

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

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 —CEO, President, and Chairman

2,592,539 (3)

Michael Johnston —CFO

Lorenzo Rossi —Director

Craig Loverock —Director

William Caragol —Director

Siegel —Director

officers and directors as a group (6 persons)

All officers and directors as a group (6 persons)

5%+ 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

Unless otherwise indicated, the address for each person is c/o Worksport Ltd., 2500 N America Drive, West Seneca, NY 14224.

Based on 24,100,413 shares of common stock outstanding as of March 27, 2024.

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

Rossi also has option grants amounting to 3,500,000 of issuable stock upon the completion of milestones deemed

unlikely to be completed in the near future.

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.

15,000 shares of common stock issuable upon the exercise of vested options at a price of $5.50 per share until July 23, 2026,

(iii) 20,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2026

and (iv) 40,000 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)

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(iv) 40,000 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

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.

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.

Authorized For Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

(As of December 31, 2023)

Plan Category:

securities to be

exercise price of

available for

2015 Equity Incentive Plan:

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2021 Equity Incentive Plan:

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2022 Equity Incentive Plan:

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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 st 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.

The number of shares of common stock authorized under the 2022 Plan as of January 1, 2024 was 3,033,107.

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

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is a summary of transactions entered since January 1, 2022 to which we have been a party in which the

amount involved exceeded or will exceed $ 120,000 (or, if less, 1% of the average of our total assets amounts as of December 31,

2023), and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock

or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than

equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director

Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

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.

received $130,639 ($176,290 CAD) based on the 2023 average exchange rate for services rendered within the year ending December

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

The shares of Series A Preferred Stock collectively

has 51% voting power of the outstanding securities of the Company which thereby renders Mr.

Rossi the ability to terminate and vote for

The shares of Series A Preferred Stock

collectively have 51% voting power of the outstanding securities of the Company which thereby renders Mr.

Rossi the ability to elect

members of our Board of Directors.

The Company is not aware of any other agreements or understandings by a person or group of persons

that could be construed as a controlling person.

The Company is not aware of any other agreements or understandings by a person or group of

persons that could be construed as a controlling person.

Person Transaction Policy

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PRINCIPAL ACCOUNTING FEES AND SERVICES

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.

former independent auditor Haynie & Company billed an aggregate of $100,200 for the fiscal year ended December 31, 2022, for professional

services rendered for the audit of our 2021 annual financial statements and review of the financial statements included in our quarterly

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,

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

independent auditor billed an aggregate of $35,250 through December 31, 2023 for professional services rendered for the audit of our

2023 annual financial statements.

We incurred fees from both Haynie & Company as well as Lumsden & McCormick, LLP for the years

ended December 31, 2023 and 2022, as discussed below:

Fiscal Year Ended December 31,

Audit-Related Fees (1)

All Other Fees

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.

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and Franchise Holdings International, Inc.

(filed as an exhibit to the Company’s form 10-K for the fiscal year ended December 31, 2018 filed on May 13, 2019)

Description of Registrant’s Securities (15)

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Form of Common Stock Purchase Warrant used in 2021 Private Placement (11)

Form of Pre-Funded Warrant, dated November 2, 2023 (16)

Form of Warrant, dated November 2, 2023 (16)

Form of Pre-Funded Warrant, dated March 20, 2024 (17)

Form of Warrant, dated March 20, 2024 (17)

Broker-Dealer Agreement, dated September 15, 2020, between Worksport Ltd.

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and Wesley Van de Wiel.

Form of Securities Purchase Agreement, dated October 31, 2023 (16)

Form of Securities Purchase Agreement, dated March 18, 2024 (17)

Loan Agreement dated as of May 4, 2022, by and between the Company and Northeast Bank

Code of Ethics (9)

Insider Trading Policy and Procedures

List of Subsidiaries

Consent of Haynie & Company

Consent of Lumsden & McCormick, LLP

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§ 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*

Clawback Policy

Instance Document

Schema Document

Calculation Linkbase Document

Definition Linkbase Document

Label Linkbase Document

Presentation Linkbase Document

Page Interactive Data File.

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

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

as an exhibit to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022.

as an exhibit to the Company’s Form 8-K filed November 21, 2022.

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022

filed on March 31, 2023.

Filed as an exhibit to the Company’s Form 8-K filed on November 3, 2023.

Filed as an exhibit to the Company’s Form 8-K filed on March 20, 2024.

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