What changed in this filing

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Item 5. Other Information

2024-05-16 compared with 2023-11-14 · 82 added, 31 removed, 15 unchanged (88% of the section changed)

Other Information

Subsequent Events

to September 30, 2023, the Company sold a total of 71,698 shares

of common stock for total net proceeds of $118,697.

The sale of the shares of common stock

was in connection with the Form S-3 shelf registration statement, which was declared effective

by the SEC on October 13, 2022 allowing the Company to issue up to $30,000,000 of shares

of common stock and prospectus supplement covering the offering, issuance and sale of

up to $13,000,000 of shares of common stock that may be issued and sold under the

At The Market Offering Agreement dated as of September 30, 2022.

to September 30, 2023, 47,000 stock options with an estimated valuation of $168,213 were cancelled

upon the termination of the employee.

October 31, 2023, the Company granted 25,000 non-qualified stock options to an employee with

an exercise price of $1.44 and an expiry date of October 31, 2033.

The options shall vest

in full on October 31, 2035.

November 2, 2023, the Company closed a sale of 1,925,000 shares of common stock and 1,575,000 pre-funded warrants for a total net proceeds

of $4,261,542.

In association with sale, the Company also issued 7,000,000 warrants convertible for 7,000,000 shares of common stock

at an exercise price of $1.34.

The warrants are exercisable six months after issuance and will expire five and a half years from the

issuance date.

February 4, 2024, the Company and Worksport New York Operations Corporation (“Worksport New York”) entered into a Forbearance

Agreement with Northeast Bank (the “Lender”) in connection with that certain secured loan agreement, dated May 4, 2022 (the

“Loan Agreement”), by and among the Company, as the guarantor (the “Guarantor”), Worksport New York, as the borrower

(the “Borrower”), and the Lender in connection with the Company’s purchase of its 152,847 square foot facility and

18 acres of land in West Seneca, New York on May 6, 2022 for a total purchase price of $8,150,000.

Pursuant to the Forbearance Agreement,

the Lender agreed to forbear from commencing an action for judgement of foreclosure and sale, seeking an appointment of a receiver or

collecting default accrued interest under the Loan until the occurrence of a Termination Event (as defined in the Forbearance Agreement)

and the Company and Worksport waived all defenses in connection with the Worksport New York failure to maintain 1.20 to 1.0 debt service

coverage ratio of net operating income to debt service under the Loan for each of the trailing twelve (12) months ended December 31,

2023, and the indirect sale of equity securities of Worksport New York as a result of the Company’s sale equity securities in November

2023 (the “Existing Defaults”).

Pursuant to the Forbearance Agreement, the definition of “Permitted Transfers”

in the Loan Agreement was amended to include the transfer of direct or indirect interest in the Company solely through a stock sale for

capital raising purposes, subject to certain conditions, including no occurrence of an Events of Default (other than the Existing Defaults),

change in ownership or control of the Company, no new 10% or greater owners, and no involvement of Sanctioned Persons.

The Borrower must

provide prior notice to Lender and satisfactory reporting of the results of the capital raise.

The Forbearance Agreement has been filed

as an exhibit to this report and is incorporated by reference herein.

April 29, 2024, 13,300 stock options issued during the three months ended March 31, 2024 were

forfeited with the termination of the employee.

● 16,667 RSU units were granted onto

a Contractor on May 1, 2024 in consideration for services rendered in Q1 2024.

May 2, 2024, the Company announced a collaboration with viral marketing firm Chief of Chaos to use

the latter’s strategic insight to cultivate the story behind the Company’s current

and upcoming products, aiming to replicate this success by enhancing the Company’s

market presence and driving significant sales through innovative, targeted marketing campaigns.

● On May 6, 2024, 1,477,892 pre-funded warrants issued during the three months ended March 31, 2024 were exercised

for 1,477,892 shares of common stock for $148.

May 8, 2024, the Company announced its receipt of a major grant from New York State Excelsior Jobs Program worth up to $2.8 million.

The grant, following a strategic low-cost power award from New York Power Authority (NYPA) in April 2024, signifies additional

state-level investment in the Company’s expanding operations.

With growth exceeding NY State’s forecasts, the

Company expects to create up to or over 280 new jobs from 2025 to 2030 and if achieved will receive cash benefits for the

creation of these jobs, amounting to $2.8 million received over the next 10 years.

● On May 14, 2024, the Company successfully negotiated an extension of the maturity date for its $5.3 million Loan

Agreement originally due on May 20th, 2024.

The Company entered into an agreement with the lender to extend the maturity date to August

May 14, 2024, the Company and Worksport New York Operations Corporation (“Worksport

New York”) entered into an Omnibus Amendment of Loan Documents (the “Loan Amendment”)

with Northeast Bank (the “Lender”) in connection with that certain secured loan

agreement, dated May 4, 2022 (the “Loan Agreement”), by and among the Company,

as the guarantor (the “Guarantor”), Worksport New York, as the borrower (the

“Borrower”), and the Lender in connection with the Company’s purchase of

its 152,847 square foot facility and 18 acres of land in West Seneca, New York on May 6,

2022 for a total purchase price of $8,150,000.

Pursuant to the Loan Amendment, effective

as of May 10, 2024, the Lender extended the initial maturity date of the Loan from May 10,

2024 to August 10, 2024 (the “Extended Maturity Date”).

The Company also agreed

to pay the Lender an extension fee of $106,000 (the “Extension Fee”) which was

deemed fully earned as of the date of the Loan Amendment.

However, the Lender agreed to postpone

payment of the Extension Fee until the occurrence of (i) the Loan not being repaid in full

by or on the Extended Maturity Date;

or (ii) Loan being accelerated following an Event of

Default or Termination Date (as defined in the Forbearance Agreement).

If the Loan is repaid

in full on or prior to the Extended Maturity Date, the Lender has agreed to waive the Extension

In addition to the Extension Fee, the Company agreed to pay the Lender an exit fee of

$106,000 (the “Exit Fee”) in the event the Loan is not repaid in full on or prior

to the Extended Maturity Date or if the Loan has been accelerated following an Event of Default

or in connection with a Termination Event (as defined in the Forbearance Agreement).

Loan is repaid in full on or prior to the Extended Maturity Date (and not as a result of

an acceleration following a Termination Event), the Company will not be required to pay the

The Loan Amendment has been filed as an exhibit to this report and is incorporated

by reference herein.

Forbearance Agreement, dated February 14, 2024, by and among Worksport New York Operations Corporation, Worksport Ltd., and Northeast Bank

Omnibus Amendment of Loan Documents, dated May 14, 2024 and effective as of May 10, 2024, by and among Northeast Bank, Worksport New York Operations Corporation, and Worksport Ltd.

Section 302 Certification of Chief Executive Officer

1 unchanged sentence

Section 906 Certifications of Chief Executive Officer

906 Certifications of Chief Financial Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Section 906 Certifications of Chief Financial Officer

Omnibus Amendment of Loan Documents

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Filed herewith.

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act,

4 unchanged sentences

behalf of the registrant and in the capacities and on the dates indicated.

November 14, 2023

WORKSPORT LTD.

Executive Officer

Executive Officer)

November 14, 2023

Michael Johnston

2 unchanged sentences

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-Q

Item 5. Other Information