Item 5. Other Information
Item
5. Other Information
On
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. 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 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.
Subsequent
Events
●
On
October 3, 2024, the Company announced its first partnership with a government agency for the sale of Worksport tonneau covers. This
government agency has a fleet of an estimated two million pickup trucks nationwide.
●
On
October 9, 2024, the Company announced it is expanding its product line to include tonneau covers compatible with the Rivian R1T
electric pickup truck.
●
On
October 17, 2024, the Company announced a strategic cost-saving initiative to cut $1.5 million in annual expenses without negatively
impacting revenues.
●
On
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).
●
On
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.
●
On
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.
29
Item
6. Exhibits
EXHIBIT
No.
DESCRIPTION
10.1
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).
10.2
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).
10.3
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).
10.4
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).
10.5
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).
31.1*
Section 302 Certification of Chief Executive Officer and President.
31.2*
Section 302 Certification of Chief Financial Officer.
32.1**
Section 906 Certifications of Chief Executive Officer and President.
32.2**
Section 906 Certifications of Chief Financial Officer.
101.INS*
Inline
XBRL Instance Document.
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
104*
Cover
Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).
*
Filed
herewith.
**
Exhibits
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,
or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically
stated in such filing.
30
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
WORKSPORT
LTD.
Dated:
November 13, 2024
By:
/s/
Steven Rossi
Steven
Rossi
Chief
Executive Officer and President
(Principal
Executive Officer)
Dated:
November 13, 2024
By:
/s/
Michael Johnston
Michael
Johnston
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.