What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-26 compared with 2025-03-27 · 337 added, 444 removed, 116 unchanged (87% of the section changed)

Ltd., through its subsidiaries, designs, develops, and manufactures innovative products for various markets including automotive accessories,

consumer electronics, and both residential and commercial HVAC system markets.

Worksport is able to monetize and protect its products

through a large and growing intellectual property (“IP”) portfolio with patents and trademarks relating to, among other things,

tonneau covers, solar integrated tonneau covers, portable power stations, NP (non-parasitic) hydrogen-based green energy systems, residential

heating and cooling systems (heat pumps), and electric vehicle-charging stations.

Worksport seeks to provide consumers with next-generation

automotive accessories through the production of our innovative line of tonneau covers for light trucks while capitalizing on growing

consumer interest in clean energy solutions and power grid independence through the launch of its forthcoming solar tonneau cover (Worksport

SOLIS) and mobile battery generator system (Worksport COR).

Worksport’s subsidiary, Terravis Energy, is poised to revolutionize

the local and global markets for efficient home and commercial heat pumps through its groundbreaking Aetherlux Heat Pump.

Company’s corporate history and business overview are described in detail in our most recent registration statement on Form S-1,

filed with the SEC on July 3, 2024, which is incorporated herein by reference.

Since that filing, the Company has undertaken certain

material developments, as described below.

2025 Inducement Letter;

February 27, 2025, we entered into a common stock warrant exercise inducement offer letter (the “2025 Inducement Letter”)

with a certain holder (the “Holder”) of existing warrants to purchase shares of our common stock at an exercise price of

$5.198 per share, issued on May 29, 2024 (the “May 2024 Existing Warrants”), pursuant to which the Holder agreed to exercise

for cash its May 2024 Existing Warrants to purchase an aggregate of 1,295,000 shares of our common stock at $5.198 per share, in consideration

for our agreement to issue new warrants (the “2025 Inducement Warrants”), to purchase an aggregate of 1,424,500 shares of

our common stock at an exercise price of $6.502 per share, s ubject to adjustment for stock

splits, recapitalizations and reorganizations and beneficial ownership limitations as described therein .

Each 2025 Inducement Warrant is exercisable six months after issuance, or August 27, 2025, until five and a half-year anniversary

from the date of issuance.

We received proceeds of $6,731,410 before deducting placement agent fees and other offering expenses payable

by the Company upon the exercise of the May 2024 Existing Warrants.

If all of the 2025 Inducement Warrants are exercised for cash, we

will receive gross proceeds of approximately $9.3 million.

We will file a registration statement

on Form S-1 registering the shares of common stock issuable upon the exercise of the May 2024 Existing Warrants .

The New Warrants can be exercised on a cashless basis if there is not an effective registration statement effective or prospectus available

for the shares of common stock underlying the such warrants.

539,500 hares that are issuable from the exercise of the May 2024 Existing

Warrants are held in abeyance as of March 27, 2025.

November 5, 2024, we increased our at-the-market offering program, filing a prospectus supplement to register the sale of an additional

$4,134,000 in shares of our common stock under the sales agreement with H.C.

Wainwright & Co.

to Chief Executive Officer

November 19, 2024, our Chief Executive Officer and President, Steven Rossi, entered into a Stock Purchase Agreement, pursuant to which

he acquired 3,334 shares of common stock at a purchase price of $7.50 per share, representing a 44% premium above the then-market price.

The transaction was executed as a private placement, and the shares were issued pursuant to an exemption from registration under Section

4(a)(2) of the Securities Act or Rule 506 of Regulation D.

The proceeds from the sale, totaling approximately $25,000, were designated

for working capital and general corporate purposes.

Private Offering

September 19, 2024, we entered into a Securities Purchase Agreement with an investor pursuant to which we issued and sold 95,000 shares

of our common stock at a purchase price of $4.00 per share.

As part of the agreement, we also issued warrants to purchase up to 190,000

shares of common stock at an exercise price of $4.00 per share, exercisable for a period of five years from the date of issuance.

warrants contain standard adjustment provisions for stock splits, recapitalizations and reorganizations and include beneficial ownership

limitations to prevent the purchaser from exceeding certain ownership thresholds.

The offering was conducted pursuant to an exemption

from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D pursuant to the purchaser’s representation

as an accredited investor.

September 4, 2024, we entered into a Credit and Security Agreement with a lender, pursuant to which we issued a $1,487,200 term promissory

note (the “2024 Note”).

The 2024 Note bears interest at the lesser of (i) the prime rate plus 7.00% per annum and (ii) the

maximum rate allowed by law and is secured by a mortgage on the Company’s industrial equipment collateral.

The repayment of the

2024 Note is structured in 155 weekly installments.

In the event of default, the lender has the right to demand immediate repayment of

the outstanding balance, including accrued interest, fees and all other amounts due under the agreement.

2024 Inducement Letter;

May 29, 2024, we entered into an Inducement Letter with a certain investor who had purchased warrants on November 2, 2023 (the “Existing

Warrants”), exercisable for 700,000 shares of our common stock for $13.40 per share.

As part of the agreement, the investor exercised

their Existing Warrants to buy 700,000 shares of our common stock at a reduced price of $5.198 per share.

In consideration for the investor

exercising the Existing Warrants, we issued the investor warrants (the “New Warrants”) to purchase 1,295,000 shares of our

common stock for $5.198 per share, s ubject to adjustment

for stock splits, recapitalizations, and reorganizations and beneficial ownership limitations as described therein (or

via a cashless exercise in the event there is not a registration statement effective at the time of exercise).

Each New Warrant

is exercisable six months after issuance, or November 29, 2024, until five and a half-year anniversary from the date of issuance.

received net proceeds of $3,363,898, after deducting commissions and expenses, upon the exercise of the Existing Warrants.

the New Warrants are exercised for cash, we will receive gross proceeds of approximately $6.7 million.

filed a registration statement on Form S-1 (File No.

333-280676) registering the shares of common stock issuable upon the exercise of

the New Warrants.

The SEC declared the registration statement effective on July 12, 2024.

The New Warrants can be exercised on a cashless

basis if there is not an effective registration statement effective or prospectus available for the shares of common stock underlying

the such warrants.

2024 Direct Offering and Concurrent Private Offering

March 18, 2024, we entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with a certain

institutional investor (the “2024 Purchaser”) pursuant to which we sold, in a registered direct offering, an aggregate of

(i) 237,224 shares (the “2024 Shares”) of common stock and (ii) 147,790 Pre-Funded Warrants (the “2024 Pre-Funded Warrants”)

to purchase up to 147,790 shares of common stock (the “2024 Pre-Funded Warrant Shares”).

The offering price per 2024 Share

was $7.40, and the offering price per 2024 Pre-Funded Warrant was $7.399.

2024 Shares, the 2024 Pre-Funded Warrants and the 2024 Pre-Funded Warrants Shares were offered pursuant to our Form S-3 Registration

Statement (File No.

333-267696) (the “Form S-3”) as supplemented by a prospectus supplement and accompanying base prospectus

dated March 18, 2024, filed with the SEC on March 19, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act.

The registered

direct offering closed on March 20, 2024.

received net proceeds of approximately $2.59 million from the offering, after deducting the estimated offering expenses payable by us,

including the tail fees payable to Maxim Group LLC.

We intend to use the net proceeds from the offering for general corporate purposes,

including working capital.

a concurrent private placement, we issued the 2024 Purchaser warrants to purchase an aggregate of 770,027 shares of common stock for

$7.40 per share.

Under the warrants, we are obligated to register the shares underlying the warrants on a registration statement on Form

S-3 (or other applicable form).

If at the time, there is no effective registration statement available for the shares of common stock

underlying the warrants, the warrants may be exercised via a “cashless exercise.” We will not receive any proceeds from any

warrants exercised by a “cashless exercise.”

2024 S-3 Shelf Bringdown

March 20, 2024, we received net proceeds of approximately $2.63 million through a registered direct offering pursuant to which the Company

issued 237,224 shares of common stock and 147,790 Pre-Funded Warrants to the same institutional investor as in the Company’s registered

direct offering on November 2, 2023.

Concurrently with the registered direct offering, we issued the institutional investor 770,027 warrants

in a private sale.

The warrants are exercisable for 770,027 shares of common stock for $7.40 per share six months after issuance until

five and a half years from the issuance date, subject to beneficial ownership limitations as described in the warrants.

the 770,027 shares of common stock underlying the warrants on a Form S-1 (333-278461) which was declared effective by the SEC on April

2023 S-3 Shelf Bringdown

November 2, 2023, we received net proceeds of approximately $4.26 million through a registered direct offering pursuant to which we issued

192,500 shares of common stock and 157,500 Pre-Funded Warrants to an institutional investor.

Concurrently with the registered direct

offering, we issued the same institutional investor 700,000 warrants in a private sale.

The warrants are exercisable for 700,000 shares

of common stock for $13.40 per share six months after issuance and until five and a half years from the issuance date, subject to beneficial

ownership limitations as described in the warrants.

The Company registered the 700,000 shares of common stock underlying the warrants

on a Form S-1 (333-276241) which was declared effective by the SEC on December 29, 2023.

Financing and Assignment Agreement

On July 19, 2024, the Company,

through its wholly-owned subsidiaries, Worksport New York Operations Corporation and Worksport USA Operations Corporation entered into

a Revolving Financing and Assignment Agreement with Amerisource Funding, Inc.

for a revolving credit facility of $6 million.

was used to refinance the Company’s mortgage on the Company’s West Seneca, New York property, with $937,000 remaining for

future financing at the Company’s discretion.

The agreement also includes a guaranty from the company and its subsidiary, as well

as a security interest in assets and a springing equipment lien.

The transaction closed on the same day and contains standard provisions

for such deals.

following highlights recent material developments in our business:

February 13, 2025, we announced a strategic partnership with KULR Technology Group, Inc.

Ltd., through its subsidiaries, designs, develops, and manufactures innovative products for various markets including automotive

accessories, consumer electronics, and both residential and commercial HVAC system markets.

Worksport is able to monetize and

protect its products through a large and growing intellectual property (“IP”) portfolio with patents, designs, and

trademarks relating to, among other things, tonneau covers and components, solar integrated tonneau covers, portable power stations, NP

(non-parasitic) hydrogen-based green energy systems, residential heating and cooling systems (heat pumps), and electric

vehicle-charging stations.

Worksport seeks to provide consumers with next-generation automotive accessories through the production

of our innovative line of tonneau covers for light trucks while capitalizing on growing consumer interest in clean energy solutions

and power grid independence through the launch of its forthcoming solar tonneau cover (Worksport SOLIS) and mobile battery generator

system (Worksport COR).

Worksport’s subsidiary, Terravis Energy, is poised to revolutionize the local and global markets for

efficient home and commercial heat pumps through its groundbreaking Aetherlux Heat Pump.

Company was incorporated in the State of Nevada on April 2, 2003 under the name Franchise Holdings International, Inc.

In December 2014,

the Company acquired Worksport Ltd., an Ontario corporation formed in 2011, which became a wholly owned subsidiary.

In May 2020, the

Company changed its name to Worksport Ltd.

March 18, 2025, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock in order to regain compliance

with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

In connection with the reverse stock split, the authorized

number of shares of common stock was proportionally reduced from 299,000,000 shares to 29,900,000 shares.

April 17, 2025, the Company filed an amendment to its amended and restated articles of incorporation, effective May 19, 2025, increasing the total number of authorized

shares of capital stock from 30,900,000 to 55,000,000, consisting of 45,000,000 shares of common stock and 10,000,000 shares of preferred

At-the-Market

(“ATM”) Offering Program

During 2025, we raised capital through our at-the-market

offering program and other registered offerings of our common stock, generating aggregate gross proceeds of approximately $521,835 and

net proceeds of $504,372 after commissions and offering expenses.

These financings were undertaken to support our operations, fund growth

initiatives and strengthen our balance sheet.

In November 2025, we entered into an amendment to our at-the-market offering agreement to

permit the sale of up to $4.0 million of our common stock from time to time.

Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities—At-The-Market Offering” for additional information regarding

these transactions.

2025 Warrant Inducement

December 11, 2025, the Company entered into a warrant exercise inducement agreement with the holder of certain existing warrants originally

issued on March 20, 2024 and March 3, 2025.

Pursuant to the agreement, the holder exercised warrants to purchase 2,194,526 shares of

the Company’s common stock at a reduced exercise price of $2.90 per share, resulting in gross proceeds of approximately $6.4 million,

before placement agent fees and other offering expenses.

In consideration for the exercise, the Company issued new warrants to purchase

up to 3,840,421 shares of common stock.

The shares of common stock issuable upon exercise of the new warrants were registered for resale

pursuant to the Company’s registration statement on Form S-3 (File No.

333-292823), filed with the SEC on January 20, 2026 and declared effective

on January 28, 2026.

The Company intends to use the net proceeds from the transaction for general corporate and working capital purposes.

The Company engaged Maxim Group LLC as its exclusive financial advisor in connection with the transaction.

June 2025 and October 2025, the Company conducted a Regulation A offering pursuant to which it sold units consisting of shares of Series

C Preferred Stock and accompanying warrants, resulting in aggregate gross proceeds of approximately $10.0 million, before fees and expenses.

2025 Warrant Inducement

On February 27, 2025, the Company entered into

a warrant exercise inducement agreement with the holder of certain existing warrants originally issued on May 29, 2024.

Pursuant to the

agreement, the holder exercised warrants to purchase 1,295,000 shares of the Company’s common stock at a reduced exercise price

of $5.198 per share, resulting in gross proceeds of approximately $6.7 million, before placement agent fees and other offering expenses.

In consideration for such exercise, the Company

issued new warrants to purchase up to 1,424,500 shares of its common stock at an exercise price of $6.502 per share, subject to adjustment.

The new warrants become exercisable six months from the date of issuance and expire on the fifth anniversary of the date of issuance.

The shares of common stock issuable upon exercise of the new warrants were registered for resale pursuant to the Company’s registration

statement on Form S-1 (File No.

333-286255), filed with the SEC on March 28, 2025 and declared effective on April 3, 2025.

used the net proceeds from the transaction for working capital and general corporate purposes.

The Company engaged Maxim Group LLC as

its exclusive financial advisor in connection with the transaction.

following highlights recent material developments in our business since the beginning of the fiscal year covered by this Form 10-K:

On December 11, 2025, we held our 2025 Annual Meeting of Shareholders.

At the Annual Meeting, a total of 12,369,649

shares of common stock were represented in person or by proxy, constituting 73.8% of the total outstanding common shares and a quorum

under our bylaws.

On December 11, 2025, we entered into a common stock warrant exercise inducement offer letter with a certain holder

of existing warrants to purchase shares of our common stock, par value 0.001 per share, at a weighted average exercise price of $6.82,

issued on March 20, 2024 and March 3, 2025, respectively.

The holder agreed to exercise for cash its existing warrants to purchase an

aggregate of 2,194,526 shares of common stock at a reduced exercise price of $2.90 per share, in consideration for our agreement to issue

new warrants to purchase up to 3,840,421 shares of common stock.

We received aggregate gross proceeds of approximately $6.4 million before

deducting placement agent fees and other offering expenses paid by us.

December 1, 2025, we announced the commercial launch of our SOLIS™ truck-mounted folding solar array and COR™ portable

battery system, which together form a modular, vehicle-mounted clean-energy solution.

The products are available for purchase through

our direct-to-consumer platform.

November 25, 2025, we announced that our HD3 heavy-duty hard-folding tonneau cover entered commercial sales through our business-to-business

dealer network following the commencement of production in mid-October 2025.

November 18, 2025, we announced the opening of a newly leased facility in Missouri to support the assembly, testing, and distribution

of our SOLIS™ solar-integrated tonneau cover and COR™ energy products.

November 10, 2025, we announced final pricing and initial vehicle compatibility for our SOLIS™ solar-integrated tonneau cover

in advance of its commercial launch, with initial availability covering a range of popular pickup truck models and bed configurations.

September 30, 2025, we announced a 42% increase in national dealer partnerships over the preceding quarter

August 7, 2025, we announced that we had doubled our Bitcoin holdings and invested in additional manufacturing machinery to double

its production output

August 5, 2025, we announced our strongest 4-week production run since beginning domestic production.

July 16, 2025, we announced we doubled our R&D footprint by beginning a new lease at a larger R&D facility in Ozark, Missouri

for the development of upcoming product lines.

July 16, 2025, we announced that the AetherLux Pro heat pump with high-performance Zerofrost technology – a product of its

subsidiary, Terravis Energy - had received the attention of multi-billion dollar corporations and U.S.

government entities, with

site visits and due diligence underway.

June 10, 2025, we announced the addition of a second national automotive distributor, expanding our partnered dealer network to

over 550 locations across the U.S.

—representing a nearly sixfold increase since the beginning of 2025.

June 5, 2025, we confirmed a Fall 2025 commercial launch for our much-anticipated modular nano-grid system, known as SOLIS &

This announcement follows the successful completion of key engineering milestones and validation benchmarks across both systems.

June 2, 2025, we announced that 80% of the AL4 product line—20 out of 25 planned models—had been successfully rolled out

May 28, 2025, we announced that we secured ISO 9001 Certification at our U.S.

Factory, expected to pave new inroads towards substantial

new OEM and global supply chain opportunities.

This certification cycle officially commenced in April 2025 and remains valid through

April 2028, contingent upon continued compliance.

April 29, 2025, we announced our strategic partnership with Patriot Automotive Technologies to accelerate nationwide expansion through

Patriot’s network of over 200 dealer locations.

March 18, 2025, we effectuated a 1-for-10 reverse stock split of its common stock.

Our common stock continues to trade on the Nasdaq

under our existing trading symbol, “WKSP”, and a new CUSIP number, 98139Q308, was assigned as a result of the reverse

February 27, 2025, we entered into a warrant inducement agreement (the “Inducement”) with the holder of existing warrants

to purchase an aggregate 1,295,000 shares at a revised price of $5.20 in consideration for us to issue new warrants to purchase up

to 1,424,500 additional shares of common stock at an exercise price of $6.502 each – resulting in gross proceeds of approximately

February 25, 2025, we announced that our dealer network has expanded by 30% in the first two months of 2025, and, following an ongoing

production ramp-up driven by strong early feedback, initial models of its AL4 Premium Tonneau Cover were now officially available

for purchase at www.worksport.com.

February 13, 2025, we announced our strategic partnership with KULR Technology Group, Inc.

KULR), focused on advancing battery

1 unchanged sentence

protection and AI-integrated battery management system software design.

February 11, 2025, Worksport announced two major breakthroughs cold climate heat pump technology developed by its subsidiary, Terravis

These breakthroughs eliminate the need of defrost cycles, a common heat pump drawback, and allow the heat pump (the AetherLux

heat pump system) to operate in temperatures as low as -57°F, which is lower than the operating capabilities of commercially

available heat pumps.

February 11, 2025, we announced two major breakthroughs in cold climate heat pump technology developed by its subsidiary, Terravis

These breakthroughs eliminate the need of defrost cycles, a common heat pump drawback, and allow the heat pump (the

AetherLux heat pump system) to operate in temperatures as low as -57°F, which is lower than the operating capabilities of

commercially available heat pumps.

January 28, 2025, we executed an agreement to appoint Coinbase as the official custodian for our cryptocurrency holdings.

January 22, 2025, our subsidiary Terravis Energy announced two major technological advancements in heat pump technology, with commercial

product launches anticipated in 2025.

December 6, 2024, we announced a collaboration with Fox Business Network, which provided a live showcase of our upcoming product

The event featured our SOLIS Solar Tonneau Cover, COR Battery Generator, and latest premium tonneau covers, generating

substantial media exposure and reinforcing brand visibility among potential investors, customers, and industry stakeholders.

December 5, 2024, we announced our decision to integrate Bitcoin and Ripple into our corporate treasury strategy, providing a hedge

against inflationary risks and enhancing financial stability through diversified asset management.

November 22, 2024, we announced a significant expansion in production capacity to accommodate the increasing demand for our SOLIS Solar

Tonneau Cover and AL4 Premium Tonneau Cover.

The expansion includes scaling manufacturing operations at our facilities, optimizing supply

chain logistics, and enhancing production efficiency to meet growing customer orders.

September and October 2024, we introduced new product models, including an innovative tonneau cover for the Rivian R1T and the HD3

Premium Tri-Fold Cover, an enhancement of our AL4 series.

These new offerings strengthen our competitive position in the aftermarket

automotive accessories segment, catering to a broader range of vehicle owners seeking high-quality, durable tonneau covers.

October 3, 2024, we secured our first direct sales order from a U.S.

government agency, marking a significant milestone in our B2B

sales strategy.

This initiative expands our commercial distribution network, opening new revenue channels with government agencies

and fleet operators.

September 30, 2024, we provided updates on our progress toward ISO 9000 certification, reinforcing our commitment to enhancing manufacturing

quality and ensuring compliance with global production standards.

July 11, 2024, we announced a new dealer portal, and provided an update on Worksport business-to-business sales.

Visit www.worksportdealer.com

for more information.

June 26, 2024, we announced a development in our maximum power point tracking (MPPT) algorithm that greatly expands the compatibility

and complementarity of our SOLIS Solar Tonneau Cover such that it can be used with a diverse array of portable power stations and

June 20, 2024, we announced a record sales month for the Company, achieving $739,417 in single-month sales for May 2024 (unaudited).

May 2024 sales were 332% higher than the monthly average of Q1 2024, underscoring Worksport’s rapidly growing sales trajectory.

June 5, 2024, we announced the formation of a sales partnership with a prominent Midwest distributor within the automotive industry.

May 29, 2024, we announced the issuance of a new utility patent from the United States Patent & Trademark Office related to our

highly anticipated SOLIS Solar Tonneau Cover.

The patent covers an innovative design that enhances the efficiency and energy capture

capabilities of the SOLIS.

May 8, 2024, we announced the awarding of a grant worth up to $2.8MM from the State of New York through its Excelsior Jobs Program

for job creation and wage support.

Combined with an electricity subsidy awarded through the New York Power Authority, these grants

partially offset operational costs incurred as Worksport increases its manufacturing presence in New York.

March 28, 2024, we announced receipt of solar panels required to begin production of the highly anticipated SOLIS Solar Tonneau Cover.

This milestone marks a significant step forward, allowing the Company to begin initial production of the SOLIS Solar Tonneau Cover.

February 23, 2024, we announced a new arrangement with Dix Performance North, Canada’s leading wholesaler of aftermarket car

and truck products, for Dix to include our tonneau covers in their catalog.

This strategic alliance is expected to make the Company’s

range of covers widely available throughout Canada, accelerate our growth, and contribute to significant sales and revenue increases.

February 7, 2024, we announced a collaboration with Infineon Technologies AG (FSE:

IFNNY) pursuant to which we will

use Infineon’s GaN power semiconductors GS-065-060-5-B-A in the converters for our portable power stations to increase efficiency

and power density.

January 3, 2024, we announced our strategic arrangement with NeuronicWorks Inc., a Toronto-based high-tech custom electronic product

development and manufacturing company, to manufacture and assemble our COR battery system in preparation for the system’s anticipated

Alpha release.

conduct our business in two reportable business segments, which are the same as our operating segments:

Hard Tonneau Covers and Soft

Soft Tonneau Covers and Hard

Tonneau Covers.

2 unchanged sentences

of this Report.

have developed and are commercializing a series of soft and hard folding tonneau covers and energy products designed for mobile and off-grid

Tonneau Covers

hard line of tonneau covers includes tri- and quad-fold, aluminum covers.

Our entire line of hard folding tonneau covers is manufactured

and include our Quick Latch technology to allow single-sided operation.

Our hard covers’ panels are made with

ultra-thick, formed aluminum that provides superior dent resistance compared to those of other hard covers, and we protect those panels

with a proprietary ceramic paint technology that’s scratch- and dent-resistant.

Designed to auto index (center) in the truck bed

and be only 7.5mm above the truck bed, the cover provides a low profile, sleek look and yet is easy to install.

hard tonneau cover line includes:

Worksport AL3 – top-mounted hard tri-fold;

Worksport HD3 – top-mounted hard tri-fold with additional latch and upgraded materials;

Worksport AL4 – top-mounted hard fold with full truck bed access.

began to produce our AL3 hard tonneau cover in August of 2023.

We successfully launched the product and quickly began to ramp up production

to meet demand.

We have continuously made enhancements to our assembly line and machining configurations/investments

to maximize production efficiency and lower costs of manufacturing each unit;

we are currently capable of producing 90+units within a single 8-hour

AL3, HD3, and AL4 hard tonneau covers will be available across both business-to-consumer and business-to-business sales channels.

HD3 will be unique in that it will be exclusively priced for business-to-business customers, meaning its pricing in business-to-consumer

sales channels will not be discounted in a way that undermines our business customers’ ability to effectively market and sell HD3s

that they purchase from us.

The HD3 builds on our AL3 design but uses enhanced materials and includes an extra latch to enhance robustness

and user experience.

soft tonneau cover offerings consist primarily of vinyl-wrapped tri-fold and quad-fold tonneau covers manufactured by third-party suppliers

overseas in accordance with our specifications.

Soft covers include powder-coated lightweight aluminum frames, rear cam latches, quick

latch functionality, and UV-protected vinyl tri-layer materials intended to seal around the truck bed and protect cargo from moisture

soft covers are generally positioned as lower-cost options, while quad-fold covers provide additional functionality by allowing fuller

truck bed access by folding upward toward the rear window.

Certain quad-fold configurations are designed to provide full bed access while

limiting obstruction of the rear window in typical configurations.

Tonneau Covers

soft tonneau cover offering consists of vinyl wrapped tri- and quad-fold tonneau covers manufactured overseas in Meizhou, China and Foshan,

These soft covers include our patented Quick Latch system, which allows the operator to open the cover by simply pulling a release

cable – enabling single-sided operation.

Each soft cover is fitted with a powder-coated, lightweight aluminum frame and rear cam

latches as well as ultra-violet (UV) protected, vinyl tri-layer material that seals around the truck bed with a rubber gasket designed

to protect cargo from moisture and debris.

soft covers are a lower cost option when compared to quad-fold tonneau covers which have the additional benefit of enabling full truck

bed access by being foldable upwards toward the rear window of the truck.

Worksport’s full bed access quad-fold soft cover is the

market’s only soft vinyl flip up cover that can be either folded against the truck’s rear window while avoiding obstruction

of the rear brake light on most truck models or secured like a traditional cover to avoid obstruction of the rear window.

soft tonneau cover line includes:

Worksport SC3 – soft tri-fold introduced in 2011, first Worksport Ltd.

Worksport SC4 – soft quad-fold with Quick Latch system.

Worksport SCX – soft tri-fold with extendable frame.

hard folding tonneau cover offerings include tri-fold and quad-fold aluminum covers manufactured and assembled in the United States.

Our hard covers incorporate Quick Latch functionality intended to allow single-sided operation.

Hard cover panels are formed aluminum

and are coated using proprietary finishing processes intended to enhance durability.

These covers are designed to provide a low-profile

appearance and are engineered to align within the truck bed for fit and ease of installation.

Certain hard cover offerings may be purchased

with optional rail system configurations intended to expand utility and improve weather resistance and sealing.

continue to expand our hard cover lineup to address consumer, commercial, and fleet requirements, and we expect to continue expanding

applications and fitments across major truck makes, models, and bed configurations.

tonneau cover portfolio includes multiple soft and hard folding platforms developed over time, including soft folding products marketed

under the SC platform and hard folding products marketed under the AL and HD platforms.

These product families encompass a range of tri-fold

and quad-fold configurations designed to address differing customer needs related to price point, durability, access to the truck bed,

and intended use, including consumer, commercial, and fleet applications.

We continue to expand applications and configurations across

these platforms as part of our broader product development and commercialization strategy.

and Coming Products:

Energy Products

are researching and developing various energy-based products, two of which are standalone items nearing production readiness - the Worksport

SOLIS tonneau cover (“SOLIS”) and the Worksport COR energy storage system (“COR”).

The COR has a Maximum Power

Point Tracking (MPPT) system integrated into its design that allows for more flexible configurations of solar panels and our COR system,

meaning the COR will be usable with our SOLIS or with other solar panels on the market with varying voltage inputs.

If a consumer purchases

our SOLIS without our COR, we will be able to offer similar flexibility by selling standalone MPPT units – allowing consumers to

pair our SOLIS with various energy storage systems.

The SOLIS and COR, which are both designed to mount tightly to the bed of a pickup

truck, are unique in that, when paired, they have the capability of converting a pickup truck to a mobile microgrid power station –

allowing Worksport to compete within niche markets in each the automotive aftermarket accessory, solar energy, and portable power station

are additionally researching and developing heat pumps that operate more efficiently in cold climates than other commercially available

We have already developed and sold a first iteration of our cold climate heat pump – the Aetherlux Heat Pump –

which has showcased exceptional efficiency test results, and we are developing an enhanced version that has demonstrated in a lab environment

remarkable efficiency in heating and cooling across both extreme hot and cold climates.

SOLIS, a tonneau cover with integrated solar panels, is a unique, folding tonneau cover design influenced by that of our top mounted

hard tonneau cover but capable of handling additional solar panel weight without sacrificing user experience.

It additionally includes

cutting edge, monocrystalline, semi-flexible solar panels and a wiring management system designed to prevent wear and tear to its wires.

Its solar panels are secured to aluminum alloy panels both mechanically and using specialized adhesives, which ensure the covers are

extremely strong, durable, and secure.

The SOLIS cover is intended to be sold as an Original Equipment Manufacturer product, as it can

be integrated into the design of leading electric pickup trucks;

consequently, we have and will continue to forge and develop relationships

with such Original Equipment Manufacturers, including but not limited to Workhorse, Rivian, and Tesla as well as Toyota, Stellantis,

General Motors, Ford, Nissan, Fisker, and Honda, as they develop and continue to release updated versions of their electric pickup truck

The SOLIS will additionally be purchasable with or without a rail system add-on, which provides enhanced utility and enhanced

weather resistance and sealing.

solar panels that we plan to integrate into the SOLIS cover are capable of generating 170-180 watts per square meter.

For example, as

tested outdoors, the SOLIS cover is capable of generating approximately 460 watts of power on a RAM 6’5” truck bed.

integrated into the design of an electric pickup truck, this power generation can be converted to additional vehicle mileage.

added mileage is dependent on many factors including but not limited to the region of the world in which the vehicle is driven, weather

conditions, season, temperature, hours of sunlight per day, and average irradiance.

For example, assuming a solar power density of 170

W/m 2 , battery capacity of 98 kWh, mileage range of 300 miles, average hours of sun per day of 6 hours, average irradiance

per day of 700 W/m 2 , and surface area of 2.7 m 2 , the SOLIS cover is estimated to provide 5.6 additional miles of

range to an electric pickup truck per day.

COR or COR ESS (energy storage system) is a modular, portable power station uniquely designed to mount to the inside of a pickup truck

bed and enable battery swapping without an immediate drop in power output.

The COR built-in inverter with an output voltage of 120V AC

(frequency of 60Hz) is capable of powering loads up to 3000W.

Combined with its modular 48V batteries, it can store up to 6kWh of energy

Each additional modular battery adds 1.5kWh of energy storage.

The COR main battery, a Lithium battery, boasts a capacity

of 1534Wh while its Hot Swap Nickel Manganese Cobalt (NMC) battery has a capacity of around 200Wh.

The system allows Bluetooth connection

for monitoring and controlling the COR system and its external batteries.

only does the COR system allow users to swap a depleted battery for a fully charged one, but it does so without a drop in power output

for up to 15 seconds with a load of 3000W.

This unique feature allows the COR system to be used in a variety of applications, including

but not limited to sporting and outdoor activities, disaster relief and general emergencies, and vocational activities ranging from contractor

to drone operator.

While the COR system is designed to nicely complement the SOLIS tonneau cover, it will be purchasable as a standalone

product – allowing consumers to utilize stored energy, whether captured via grid or grid-independent energy sources, anywhere.

As Worksport’s first step into the energy storage market, the COR system is Worksport’s pioneer product within its future

COR platform.

AetherLux Heat Pump is engineered for extreme cold climates, outperforming conventional systems with its ZeroFrost technology.

traditional heat pumps that struggle in subzero temperatures, AetherLux maintains high efficiency even at -56.9°F (-49.4°C),

delivering consistent indoor heating up to 85.9°F ((30C) without requiring defrost cycles.

This breakthrough eliminates energy-wasting

recovery periods, ensuring continuous performance while reducing overall energy consumption.

By optimizing heat transfer and utilizing

AI-driven system adjustments, the heat pump adapts dynamically to environmental conditions, maximizing output while minimizing power

system’s estimated exceptional efficiency is reflected in its Coefficient of Performance of 3.0-3.5 at -57°F and a Heating

Seasonal Performance Factor rating between 11.0 and 12.5, making it a leader in extreme climate heating solutions.

Unlike fossil-fuel-based

heating systems, which generate heat by burning fuel, AetherLux’s technology extracts and amplifies ambient thermal energy, making

it significantly more efficient and environmentally friendly.

With up to 61.4% cost savings on heating bills and a reduction of 11-12

metric tons of CO₂ emissions per household annually, this innovation directly supports the transition to sustainable, high-performance

heating for the coldest regions on Earth.

Clean-Energy Products

are expanding beyond traditional automotive accessories into clean-energy products designed to integrate power generation and energy

storage into pickup truck platforms and other mobile environments.

Solar-Integrated Tonneau Cover

is a folding solar-integrated tonneau cover designed to combine cargo protection with on-vehicle renewable power generation.

is designed to generate power that may be used to charge compatible energy storage systems or support mobile and off-grid power applications.

SOLIS™ is intended for use in a variety of settings, including outdoor recreation, worksite operations, emergency preparedness,

and other mobile use cases.

We may offer SOLIS™ as a standalone product and/or in combination with other compatible energy products.

Portable Energy System.

is a portable energy storage system designed to store and deliver electrical power for mobile, off-grid, and backup power applications.

COR™ is designed for use as a standalone power source and is also designed to integrate with SOLIS™ for certain charging

and power use cases.

COR™ represents the Company’s initial entry into the portable energy storage market and is intended

to support a range of applications, including vocational activities, emergency backup, disaster readiness, and recreational use.

next-generation COR Pro unit is expected to allow for battery swapping without a drop in power output for 15 seconds at 2000W and can

be used for various activities.

It can be purchased separately or with the SOLIS tonneau cover and is Worksport’s first product

in the energy storage market.

have also developed and may offer related power management components, including charging and power regulation functionality, that may

be offered as part of integrated solutions or as complementary components.

Energy™ – Aetherlux™ ZeroFrost™ Heat Pump Systems

by Worksport’s subsidiary Terravis Energy (TVE), the AetherLux platform introduces the company’s breakthrough ZeroFrost™

heat pump technology.

The AetherLux Pro model is designed as a Combined Cooling, Heating, and Power (CCHP) system that redefines energy

efficiency in cold climates.

By virtually eliminating frost buildup, it maintains high performance even in extreme temperatures, while

providing superior efficiency in all temperatures.

AetherLux systems are intended for use in residential, commercial, and industrial

environments, offering scalable power management, integrated smart controls, and compatibility with renewable energy inputs - aligning

with Worksport’s long-term vision of a clean, decentralized energy ecosystem.

Manufacturing

2022, we purchased a 152,847 square foot production facility for domestic production, storage, and distribution, located in West Seneca,

Management believes that having manufacturing capability in North America increases quality control and production efficiency,

as well as lowers landed costs and geopolitical risks.

At this time, we are consistently manufacturing two product lines – the

AL3 and AL4 – in this facility as well as fulfilling orders from this facility.

We are currently using a fraction of the facility’s

available space for manufacturing, and we are investing in additional personnel and assembly lines in line with forecasted demand for

our domestically manufactured goods.

At the same time, our manufacturing engineering team continuously develops rigs and fixtures to

increase the efficiency of our manufacturing process in order to scale manufacturing lines rather than investing in additional lines

and personnel when possible, and we will continue to allocate resources towards improving manufacturing efficiency and product quality

on an on-going basis.

have purchased many production tools including injection molds, die cast molds, extrusion dies, and stamping dies – many of which

are residing among foreign suppliers who are currently utilizing said tooling to produce needed components for manufacturing or assembly

within the U.S..

We are concurrently diversifying this list of raw material suppliers who can use our production tools to continue producing

our tonneau cover components in order to lower the risk that trade with any particular or preferred raw material supplier become more

expensive or difficult .

During 2024, we onboarded several additional long-term suppliers for long lead-time components, began sourcing

more materials domestically to mitigate costs and supply chain risks, lowered lead times for critical components by approximately two

weeks, and successfully reduced costs in targeted raw material categories.

of December 31, 2024, all Worksport soft tonneau covers were manufactured in one of two facilities located in Meizhou, China and Foshan,

China according to Worksport’s specifications, schematics and blueprints.

The facility in Meizhou has been a long-term supplier

of soft tonneau covers for Worksport, and the facility in Foshan was commissioned to produce Worksport soft tonneau covers in late 2023.

This second outsourced manufacturing facility has an output capacity two times greater than that of the manufacturing facility in Meizhou,

China, and we believe we can scale production at this newer facility without sacrificing quality or craftsmanship.

currently hold a broad collection of intellectual property rights relating to certain aspects of our parts and accessories and services.

This includes patents, trademarks, copyrights and trade secrets.

Although we believe the ownership of such intellectual property rights

is an important factor in our business and that our success does depend in part on such ownership, we rely primarily on the innovative

skills, technical competence and marketing abilities of our personnel.

of December 31, 2024, our patent portfolio includes eleven (11) issued utility patents in the U.S., seven (7) issued utility patents

outside of the U.S., and thirty-seven (37) pending utility patent applications in various jurisdictions worldwide.

Our portfolio further

includes five (5) issued design patents in the U.S., eighteen (18) design patents and registrations outside the U.S., and forty-two (42)

pending design applications in various jurisdictions worldwide.

We are also in the process of preparing and filing several other utility

and design patent applications across relevant countries and jurisdictions.

of December 31, 2024, the Company has 37 trademark registrations and 13 pending trademark applications in various jurisdictions worldwide.

primarily compete in the automotive aftermarket accessories and new energy industries with a focus on the tonneau cover and the

portable power station markets.

manufacturing updates reflect our commitment to quality and expansion.

We outsource the production of our soft tonneau covers to a facility

in Foshan, China, which we began to utilize for increased output in late 2023.

We have also diversified our list of raw material suppliers

and, in May 2022, acquired and set up a state-of-the-art partially automated production facility in West Seneca, New York for domestic

manufacturing.

In 2023, we initiated early production of our first hard folding tonneau cover (made in the USA with domestic and foreign

parts), the Worksport AL3 Pro;

it is now in active production for most major makes and models of light trucks in North America.

2025, we introduced the American-made AL4 hard cover to the market, which was followed by the HD3 cover in late 2025.

These updates

demonstrate our dedication to meeting the growing demand for our products.

utilize a hybrid manufacturing and assembly model.

Our soft tonneau covers and portable energy systems are manufactured by third-party

suppliers overseas in accordance with our specifications, our hard folding tonneau covers are manufactured and assembled in the U.S.,

and our solar-integrated tonneau covers are assembled in the U.S.

with components supplied from overseas.

operate a manufacturing, storage, and distribution facility in West Seneca, New York and a facility in Ozark, Missouri that supports

operations related to assembly, testing, and distribution activities.

We continue to invest in tooling, fixtures, and process improvements

intended to improve production efficiency, quality, and scalability across our product lines.

also maintain a supplier network across multiple geographies for components used in both our tonneau covers and energy products.

this diversified supplier approach reduces reliance on any single supplier or region and helps mitigate geopolitical and supply chain

seek to protect our products and technologies through a combination of patents, trademarks, design registrations, and other

intellectual property rights.

Our intellectual property portfolio includes patents, designs, and trademarks covering aspects of

tonneau cover designs, latching mechanisms, solar integration, portable energy systems, heat pump systems and components, and

related technologies.

We currently hold a broad collection of intellectual property rights relating to certain aspects of our parts

and accessories and services.

This includes patents, designs, trademarks, copyrights and trade secrets.

Although we believe the

ownership of such intellectual property rights is an important factor in our business and that our success does depend in part on

such ownership, we rely primarily on the innovative skills, technical competence and marketing abilities of our

of December 31, 2025, our patent portfolio includes approximately fourteen (14) issued utility patents in the U.S., approximately ten

(10) issued utility patents outside of the U.S., and approximately fifty-six (56) pending utility patent applications in various jurisdictions

Our portfolio further includes approximately eleven (11) issued design patents in the U.S., approximately thirty-nine (39)

design patents and registrations outside the U.S., and approximately twenty-six (26) pending design applications in various jurisdictions

We are also in the process of preparing and filing several other utility and design patent applications across various countries

and jurisdictions.

of December 31, 2025, the Company had approximately forty-three (43) trademark registrations and fifteen (15) pending trademark applications

in various jurisdictions worldwide.

markets in which we operate are competitive and include a number of established domestic and international manufacturers.

In the automotive

accessories market, competition includes large consolidated suppliers and smaller independent manufacturers.

In portable power and clean-energy

markets, competition includes a range of companies offering alternative energy generation and storage solutions.

We compete primarily

on product design, functionality, quality, pricing, manufacturing capabilities, intellectual property, customer support, and distribution

are various forms of tonneau covers, each with their advantages and disadvantages, available for consumption through direct-to-consumer

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and hard folding & standing covers.

Solid one-piece covers and retractable

covers tend to have limited functionality and tend to be priced higher when compared to other types of tonneau covers.

Soft and hard

folding/rolling tonneau covers, in contrast, tend to be priced more competitively and, as such, are a popular choice among tonneau cover

Given these factors and our belief that we can develop less cumbersome, high functioning, and low cost soft and hard folding

covers, we focus primarily on developing soft and hard folding covers.

Solid one-piece covers and retractable covers tend to have

limited functionality and tend to be priced higher when compared to other types of tonneau covers.

Soft and hard folding/rolling tonneau

covers, in contrast, tend to be priced more competitively and, as such, are a popular choice among tonneau cover consumers.

factors and our belief that we can develop less cumbersome, high functioning, and low cost soft and hard folding covers, we focus primarily

on developing soft and hard folding covers.

the product lifetime of a tonneau cover is shorter than that of a pickup truck, higher pickup truck sales provide greater market opportunity

for the tonneau cover industry.

As of Q3 2024, there were roughly 61 million pickup trucks in operation within the U.S.

offer tonneau covers for each of the 5 most popular pickup truck makes/models sold in 2024, 2 as well as the top 10 most accessorized

pickup truck makes/models projected in 2022-2029.

3 Within the United States, the pickup truck market is expected to grow at

a compound annual growth rate of 4.6% between 2023 and 2028.

As of the third quarter of 2024, there were roughly 61 million pickup trucks in operation within the

1 We offer tonneau covers for each of the 5 most popular pickup truck makes/models sold in 2025, 2 as well as

the top 10 most accessorized pickup truck makes/models projected in 2022-2029.

3 Within the U.S., the pickup truck market is

expected to grow at a compound annual growth rate of 5.3% between 2025 and 2030.

pickup trucks are projected to gain a larger portion of the U.S.

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Retrieved from https://www.researchandmarkets.com/report/united-states-pickup-truck-market?utm_source=GNE&utm_medium=PressRelease&utm_code=3xc3fr&utm_campaign=2003670+-+US+Pickup+Truck+Analysis+Report+2024%3a+Market+to+Grow+by+%2449.4+Billion+During+2023-2028%2c+Driven+by+Increasing+Product+Portfolio+and+Development+of+Electric+Pickup+Trucks&utm_exec=chdomspi

Intelligence.

Mordor Intelligence.

North America Electric Truck Market Size & Share Analysis – Growth Trends & Forecasts up to 2029 .

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Retrieved from www.sema.org

View Research.

Truck Bed Accessories Market Size, Share & Trends Analysis Report By Product Type, By Sales Channels, And

Segment Forecasts, 2025 – 2030.

Grand View Research.

Truck Bed Accessories Market Size, Share & Trends Analysis Report By Product Type, By Sales Channels, And Segment Forecasts, 2025 – 2030.

Retrieved from https://www.grandviewresearch.com/industry-analysis/us-truck-bed-accessories-market-report

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Research Future.

Portable Power Station Market Research Report Information by Operation Type, By Technology Type, By Capacity

Type, By Application And By Region - Forecast Till 2032 Source:

https://www.marketresearchfuture.com/reports/portable-power-station-market-10079Global

Portable Power Station Market Research Report.

distribute our tonneau covers in Canada and the U.S.

through an expanding network of wholesalers, private labels , distributors,

and online retail channels, including eBay, Amazon, Walmart , Meta, and our own e-commerce platform hosted on Shopify.

via each aforementioned channel is expected to increase during 2025.

We have pursued and will continue to pursue relationships with Original

Equipment Manufacturers with the intention of distributing through them as well.

specialty equipment aftermarket consists of three major types of customers, which include master warehouse distributors and big box stores,

dealers and wholesalers, and retail end consumers.

Master warehouse distributors and big box stores stock and distribute products to

their customers, which are usually local dealers and wholesalers.

Dealers and wholesalers are local stores which sell products to some

businesses and retail consumers in their area and online.

Dealers purchase most of their products from their local distributor who delivers

to them regularly.

Portable Power Station Market Size, Share & Growth Analysis Report by Operation Type, By Technology Type,

By Capacity Type, by Application And By Region - Trends & Industry Forecast to 2035 .

Retrieved from https://www.marketresearchfuture.com/reports/portable-power-station-market-10079

distribute our tonneau covers in U.S.

and Canada through an expanding network of wholesalers, private labels, distributors, and dealers,

and through online channels, including major online marketplaces and our direct-to-consumer e-commerce platform.

We intend to continue

expanding both business-to-business and direct-to-consumer channels.

We also pursue relationships with original equipment manufacturers

and fleet customers where appropriate.

The specialty equipment aftermarket consists of three major types of customers, which include

master warehouse distributors and big box stores, dealers and wholesalers, and retail end consumers.

Master warehouse distributors and

big box stores stock and distribute products to their customers, which are usually local dealers and wholesalers.

Dealers and wholesalers

are local stores which sell products to some businesses and retail consumers in their area and online.

Dealers purchase most of their

products from their local distributor who delivers to them regularly.

Retail end consumers are the end users of the products.

Cover Competitors

Tonneau Cover market is relatively consolidated with one industry leader, Real Truck (formerly Truck Hero), having the largest market

Real Truck has acquired upwards of 16 independent tonneau cover brands in North America, allowing it to concurrently target many

different niche markets but also potentially causing it to cannibalize its own sales.

We compete directly with Real Truck.

Other competitors

in this space include Truck Accessories Group (Primarily Leer), Agricover (primarily Access), Truck Covers USA, and Paragon.

Tonneau Cover market is dominated by RealTruck, but we compete with other brands as well, such as Truck Accessories Group, Agri-Cover,

Truck Covers USA, and Paragon.

We aim to gain market share by being independent, innovative, lean, and competitively priced.

sales and customer support teams focus on building strong relationships and enforcing MAP policies.

Our SOLIS cover offers unique features

and potential partnerships with electric truck manufacturers.

believe that being independent, innovative, operationally lean, and competitively priced will enable us to acquire a larger portion of

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Power Station Competitors

Portable Power Station market is global and highly fragmented and includes many competitors from across the world including but not limited

to Alpha ESS Co., Ltd., Anker Technology, Bluetti, Chilwee Group Co., Ltd, Duracell, GES Group Limited Company, Jackery Inc., Lion Energy,

Milwaukee Tool, and Mitsubishi Corporation.

Some of these competitors offer a line of Portable Power Stations, each with different power

capacities, sizes, and price points, while others specialize in a few or even one Portable Power Station to target a specific or niche

intend to be competitive in this space by focusing on one Portable Power Station specifically designed to mount to the inside of a truck

bed – allowing charging while mobile – while selling additional modular batteries to allow consumers not only to determine

for themselves their ideal stored energy capacity and price point but also to upgrade their COR system over time based on their evolving

Portable Power Station market is global and highly fragmented, with numerous competitors such as EcoFlow, Alpha ESS Co., Ltd., Anker

Technology, and Bluetti.

Our strategy is to focus on the COR Portable Power Station Product Line and offer modular batteries for consumers

to customize their stored energy capacity and upgrade over time.

Worksport, we differentiate ourselves from our competitors through innovation, quality, onshoring, and customer focus.

We believe our

unique selling propositions, such as the SOLIS solar tonneau cover and the COR portable power station, set us apart in the market by

offering integrated solutions that address the growing demand for renewable energy and sustainable products.

Unlike others, we have successfully

leveraged cutting-edge technology to transform traditional pickup truck accessories into multifunctional tools that enhance the utility

and efficiency of vehicles.

Our commitment to sustainability is not just a business strategy, but a core value that resonates with environmentally

conscious consumers.

Moreover, our agile business model and strategic partnerships enable us to quickly adapt to industry trends and

consumer needs, ensuring we stay ahead of the curve.

In a market dominated by conventional products, Worksport stands out as a forward-thinking

brand that delivers innovative, high-quality solutions designed to meet the evolving demands of modern consumers and the environment.

of Components

of our soft and hard cover product lines requires components including but not limited to injection molded plastics, rubber hinges, rubber

seals, foam corners, aluminum coils, aluminum extrusions, and metal brackets.

For raw materials that are manufactured by third parties

per our specifications and designs, we believe we have the proper network, team, and purchasing/stocking strategy to readily source such

materials from alternative suppliers for domestic tonneau cover production without major delays in production.

our domestically assembled products, we have developed an extensive network of suppliers based in a diverse range of countries, including

but not limited to the U.S., China, Romania, Türkiye, and Canada, and we are continuously working to further diversity our supply

chain and network of suppliers to mitigate supply chain risks .

For our COR and SOLIS components, we are establishing relationships

with suppliers based in countries, including but not limited to the U.S., Canada, China, Germany, Romania, Türkiye, Philippines,

We actively seek to lower reliance on any country deemed a potential geo-political supply chain risk.

soft and hard tonneau cover production requires various components such as plastics, rubber, foam, aluminum, and metal.

We have a diverse

supplier network in countries like the U.S., the People’s Republic of China (“China”), Vietnam, and Canada.

actively reducing our reliance on countries with potential geopolitical risks.

and Development

invest in research and development activities on an ongoing basis;

we are actively acquiring new engineering and design assets.

engineers are based in the United States, and they have developed and are further developing unique tonneau cover designs with enhanced

user experience, cost-effective and sustainable materials, and automatable manufacturing potential.

Additionally, we work with research

and development consultants from other countries including Canada.

We allocate resources to support the continued development of portable

energy storage and home heating solutions that are competitive in the market and efficiently produced to maximize profitability.

continually invest in research and development, acquiring new assets and developing unique tonneau cover designs and sustainable materials.

Our design and engineering teams are based in the U.S.

and Canada and work on product design, materials selection, manufacturing optimization,

and the development of new product platforms across our tonneau cover and clean-energy offerings.

We also engage third parties from time

to time to support testing, validation, and development activities.

Our recently announced partnership with KULR Group aims to develop

technology that may be used in future generations of the COR.

Our subsidiary, TerraVis Energy, Inc., is researching and developing green

energy solutions, such as heat pump technologies, for homes and communities.

our subsidiary, TerraVis Energy (“TerraVis”), we are developing

advanced heat pump technology intended for residential, commercial, and industrial heating and cooling applications.

AetherLux™ platform incorporates proprietary ZeroFrost™ design features intended to address performance challenges associated

with conventional heat pumps in cold-climate environments.

The AetherLux™ Pro concept is designed as a CCHP system and is intended

to maintain operating efficiency across a wide range of temperatures by reducing or eliminating performance losses associated with frost

AetherLux™ systems are being designed with scalability, integrated control functionality, and compatibility with renewable

energy inputs in mind.

TerraVis’s activities are currently focused on research, development, and evaluation, and these technologies

have not yet been commercialized.

Programs, Incentives and Regulations

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NY Power Authority, and the Canada Revenue Agency.

Each of these incentive programs includes its own set of guidelines and

requirements, including but not limited to timely eligibility reporting, environmental regulation compliance, and headcount projection

realization – each of which we have agreed to and must abide by in order to continue realizing said incentives.

We additionally

receive incentives related to the hiring and employment of interns in Ontario.

Each of these incentive programs includes its own set of guidelines and requirements,

including but not limited to timely eligibility reporting, environmental regulation compliance, and headcount projection realization

– each of which we have agreed to and must abide by in order to continue realizing said incentives.

We additionally receive incentives

related to the hiring and employment of interns in Ontario.

continue to seek additional incentives and grants in order to lower our operational costs as well as commit less capital to new product

COR portable power station is subject to various domestic and international regulations that govern transport of “dangerous goods,”

defined to include lithium-ion batteries, which may present a risk in transportation.

We plan to conduct testing to demonstrate our compliance

with such regulations.

use lithium-ion cells in our energy storage products.

The use, storage, and disposal of our battery packs are regulated under existing

laws and are the subject of ongoing regulatory changes that may add additional requirements in the future.

energy storage products involve lithium-ion batteries and are subject to evolving domestic and international regulations related to the

manufacture, labeling, transportation, storage, and disposal of lithium-ion battery products.

We also operate in jurisdictions subject

to various governmental programs, incentives, and regulatory regimes applicable to manufacturing operations and clean-energy related

Environmental

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Capital Resources

employ fourteen full-time employees and one part-time employees in Canada and further employ sixty-six full-time employees in the U.S.

intend to hire additional employees as operations grow – particularly within our West Seneca, NY manufacturing facility.

We additionally

work with temporary laborers in our factory – often with the goal of converting them to full time employees – and we sparingly

and selectively contract independent contractors and consultants when needed.

of December 31, 2025, we employed one hundred and three (103) full-time employees and five (5) part-time employees in the U.S.

employed thirteen (13) full-time employees and one (1) part-time employee in Canada.

We intend to hire additional employees as operations

grow – particularly within our West Seneca, NY manufacturing facility.

We utilize temporary labor and, from time to time, engage

independent contractors and consultants to support our operations.

believe that compensation should be competitive and equitable and should enable employees to share in our success.

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have also taken additional health and safety measures during and after the COVID-19 pandemic.

internet address is www.worksport.com.

The information contained on or connected to our website is not incorporated by reference into

this Annual Report on Form 10-K and should not be considered part of this or any report filed with the SEC.

We make our annual reports

on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and, if applicable, amendments to those reports, available

on the investor relations portion of our website.

The reports are free of charge and are available as soon as reasonably possible after

they are filed with the SEC.

The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information

regarding SEC registrants, including Worksport.

file our annual, quarterly and current reports, proxy statements and other information with the SEC.

The SEC maintains a website that contains reports, proxy and information statements and other information regarding

issuers that file electronically with the SEC.

We also make available, free of charge, on the Investor Relations section of its website,

our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable

after such reports are filed with, or furnished to, the SEC.

Our website address is www.worksport.com .

Information contained on,

or accessible through, our website is not incorporated by reference into this 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 1. Business