What changed in this filing

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Item 5. Other Information

2024-11-13 compared with 2024-08-13 · 44 added, 62 removed, 24 unchanged (82% of the section changed)

Other Information

May 14, 2024 , the Company and Worksport New York Operations Corporation entered into an Omnibus Amendment of Loan Documents with

Northeast Bank in connection with that certain secured loan agreement, dated May 4, 2022, by and among the Company, as the guarantor,

Worksport New York, as 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.

also agreed to pay the Lender an extension fee of $106,000 which was deemed fully earned as of the date of the Loan Amendment.

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

May 14, 2024, the Company and Worksport New York Operations Corporation entered into an Omnibus Amendment of Loan Documents with Northeast

Bank in connection with that certain secured loan agreement, dated May 4, 2022, by and among the Company, as the guarantor, Worksport

New York, as 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 Company also

agreed to pay the Lender an extension fee of $106,000 which was deemed fully earned as of the date of the Loan Amendment.

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 Fee.

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).

If the 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 Exit Fee.

July 11, 2024, the Company announced the launch of a dealer webpage to facilitate the purchasing process for dealers seeking Worksport

truck accessories.

July 18, 2024, the Company announced that it will be hosting a live FY24 Q2 earnings call, as scheduled for August 13, 2024, at 4:30pm

July 19, 2024, the Company refinanced its $5.3 million loan by entering into a Revolving Financing and Assignment Agreement with a

facility of $6 million.

Upon transaction close, the Company drew down approximately $5.06 million of the Revolving Credit Facility,

net of $790,000 of interest reserve required to be withheld to ensure interest payments by the Company.

The Company used $4.73

million of the drawn down amount to refinance the Company’s mortgage on the Company’s real property located at 2500

North America Dr.

in West Seneca, New York, and additionally drew approximately $330,000, leaving

approximately $940,000 available for Accounts Receivable financing under the Agreement as of the deal close date.

July 23, 2024, the Company engaged in stock option repricing for certain employees, executive officers, and members of the board

of directors of the Company.

All included options’ exercise prices were repriced to $0.7042 – the closing price per share

of the Company’s common stock as reported on The Nasdaq Stock Market on July 23, 2024.

The Repriced Options consisted of certain

outstanding stock options that had been granted under the Company’s 2015 Equity Incentive Plan, the 2021 Equity Incentive Plan

and 2022 Stock Incentive Plan as of July 23, 2024.

July 23, 2024, the Company entered into an agreement (the “Agreement”) with the Chief Executive

Officer and President of the Company and 2230164 Ontario Inc.

owned by the Chief Executive Officer and President of the Company (the

The term of the Agreement commenced on July 23, 2024 and continues unless terminated pursuant

to the terms of the Agreement.

The CEO will receive an annual base payment of $300,000 (“Base Fees”)

for services provided pursuant to the Agreement and shall be afforded the opportunity to earn an annual incentive bonus

equal to 50% of the Base Fees, provided that certain performance goals are met.

The performance goals will be established on an annual

basis by the Compensation Committee of the Board of Directors of the Company, when constituted.

On the effective date of the Agreement, the Company granted 3,500,000 shares of the Company’s common stock at fair market value on the date of issuance.

The option will vest in equal quarterly installments over a period of five (5) years and expire on the tenth anniversary of the date

of grant, subject to the CEO’s continuous service with the Company.

In the event of a change of control of the Company,

the option shall immediately vest in full.

July 30, 2024, the Company announced the launch of a new live sales feature on its website in partnership with Firework – a

platform trusted by over 1,000 global brands.

This new live sales feature allows potential customers to speak directly with a Worksport

representative at point of sale, which provides an interactive, yet digital shopping experience for consumers.

Firework has shown

large success in using this strategy to increase average order values and sales conversions.

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.

of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Worksport Ltd.

of Inducement Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Worksport Ltd.

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).

If the 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 Exit

October 3, 2024, the Company announced its first partnership with a government agency for the sale of Worksport tonneau covers.

government agency has a fleet of an estimated two million pickup trucks nationwide.

October 9, 2024, the Company announced it is expanding its product line to include tonneau covers compatible with the Rivian R1T

electric pickup truck.

October 17, 2024, the Company announced a strategic cost-saving initiative to cut $1.5 million in annual expenses without negatively

impacting revenues.

October 17, 2024, the Company announced The Nasdaq Stock Market LLC provided formal notice that the Company is eligible for an additional

180 calendar days to regain compliance with the minimum $1 bid requirement under Nasdaq Listing Rule 5550(a)(2).

October 23, 2024, the Company announced its targeted market release of its highly anticipated AL4 Premium Tonneau Cover to be dated

December 15 th , 2024, with a complementary preorder campaign announced as of October 29, 2024.

October 31, 2024, the Company announced that its SOLIS Solar tonneau cover has been improved to operate at 60V, thereby bringing

a substantial cost savings to consumers and enabling a wider breadth of battery integrations.

Revolving Financing and Assignment Agreement, dated July 19, 2024, by and between Worksport New York Operations Corporation and Worksport USA Operations Corporation and Amerisource Funding, Inc.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Worksport Ltd.

filed on July 25, 2024).

Commercial Promissory Note, dated July 19, 2024, by Worksport New York Operations Corporation, and Worksport USA Operations Corporation to the benefit of Amerisource Funding, Inc.

(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Worksport Ltd.

filed on July 25, 2024).

Credit and Security Agreement dated September 4, 2024, between Worksport USA Operations Corporation and Loeb Term Solutions LLC.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Worksport Ltd.

filed on September 10, 2024).

Term Promissory Note, dated September 4, 2024, by Worksport USA Operations Corporation to the benefit of Loeb Term Solutions LLC.

(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Worksport Ltd.

filed on September 10, 2024).

The Securities Purchase Agreement, dated September 19, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Worksport Ltd.

filed on September 20, 2024).

Section 302 Certification of Chief Executive Officer and President.

15 unchanged sentences

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

August 13, 2024

November 13, 2024

Executive Officer and President

Executive Officer)

August 13, 2024

November 13, 2024

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