What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-27 · 591 added, 549 removed, 510 unchanged (69% of the section changed)

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and procedures.

on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal

on management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal

financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the

individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and

procedures were not effective at the reasonable assurance level as of December 31, 2024, the end of the period covered by

this Annual Report on Form 10-K.

procedures were not effective at the reasonable assurance level as of December 31, 2025, the end of the period covered by this Annual

Report on Form 10-K.

Report on Internal Control over Financial Reporting.

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Weakness in Internal Control over Financial Reporting

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

to prevent and detect potential errors.

We also did not maintain adequate documentation to evidence the operating effectiveness of certain

control activities.

Lastly, we did not maintain appropriate access to certain systems and did not maintain appropriate segregation of

duties related to processes associated within those systems.

control deficiencies resulted in several misstatements to the preliminary financial statements that were corrected and/or deemed immaterial

in the aggregate prior to issuance of the financial statements.

Our current staff size prevents effective segregation of duties in key financial reporting processes due to inadequate

Small staff sizes prevent the ability to demonstrate proper checks and balances as well as increases the risk of potential

misstatements.

Because of our staff size, we also have not sufficiently designed written policies and procedures at a level of prevision

to support the operating effectiveness of internal controls to prevent and detect potential errors.

We also at present do not maintain

adequate documentation to evidence the operating effectiveness of certain control activities.

control deficiencies resulted in one misstatement to the preliminary financial statements that was corrected prior to issuance of the financial statements.

While this was a vast improvement over the prior year, the identified audit adjustment and the suggested changes

to public filings throughout the year may have been identified before being provided to our external auditor if our size and segregation

of duties was sufficiently designed and in operation.

These control deficiencies create a reasonable possibility that a material

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material weaknesses described above.

Measures taken in this remediation included investing in additional, senior accounting personnel ,

establishing a clearer organizational structure, implementing additional enterprise resource planning system modules, and formalizing

Measures taken in this remediation included investing in additional senior accounting personnel, establishing a clearer organizational structure, implementing additional enterprise resource planning system modules, and formalizing

internal processes and procedures.

remediation process includes, but is not limited to:

Investing in IT systems

to enhance our operational and financial reporting and internal controls as well as creating reusable queries saved in our enterprise

resource planning system to easily generate month-end workpapers for more accurate and timely month closes.

Formalizing a month-end

checklist to significantly reduce the change of any closing item being missed or delayed.

Enhancing the organizational

structure to support financial reporting processes and internal controls.

Providing guidance, education

and training to employees relating to our accounting policies and procedures.

Further developing and

documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies

and critical accounting estimates.

Establishing effective

general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant and

expect to remediate these material weaknesses in the second quarter of 2025 and beyond.

compensating controls to include additional controls related to external reporting function.

root cause analysis over significant classes of transactions, inclusive of internal control over financial reporting, to identify

which processes lack segregation.

access roles or identify compensating controls to eliminate or reduce the risks that arise in key business processes.

mitigating strategies identified after root cause analysis, such as hiring and training additional personnel to support key business

our policies and procedures for key business processes, inclusive of adequate documentation to evidence operational effectiveness.

regular feedback to our Audit Committee about the status of our remediation efforts.

expect to remediate these material weaknesses later in 2026 and further enhance our internal control function beyond that time.

However, we may discover additional material

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OTHER INFORMATION

the year ended December 31, 2024, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The Company has adopted an insider trading

policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees,

or the registrant itself, that have been designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq’s

listing standards.

the fourth fiscal quarter ended December 31, 2025, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities

by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws,

rules and regulations, and Nasdaq’s listing standards.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Executive Officer)

November 7, 2014

Michael Johnston

Financial Officer

Financial and Accounting Officer)

December 5, 2017

Lorenzo Rossi

December 9, 2014

Craig Loverock

Independent Director*

April 22, 2019

William Caragol

Independent Director#

June 30, 2021

Independent Director†

June 30, 2021

Audit Committee Chair

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Rossi has served as the Chief Executive Officer, President, Secretary and Chair of the Board of Directors of the Company since November

Rossi attended the University of Toronto from 2005 to 2007, majoring in Life Science and pausing his post-secondary education

to begin his career as an entrepreneur, visionary, and founder.

Rossi founded two automotive-based companies in 2005 and 2006, respectively,

and he managed and grew their respective operations for several years.

Rossi then founded Worksport Ontario, a wholly owned operating

entity of the Company, in 2011, and he has since been granted numerous patents across the United States and Canada – all of which

he assigned exclusively to Worksport.

In a short time since raising substantial funds in 2021 with which to grow Worksport, Mr.

has been instrumental in retrofitting a distribution facility in West Seneca, New York into a manufacturing facility.

He was further

responsible for facilitating the research and development and planning the launch of new tonneau cover product lines;

as these product

lines were well-received by the consumer market, and as demand for them increased, Mr.

Rossi then orchestrated the scaling of production

through coordinating with teams across multiple states and disciplines to meet consumer demand.

Through his two decades of business experience

in the automotive sector, Steven Rossi possesses the knowledge and experience in establishing, managing, and growing automotive companies

that aid him in efficiently and effectively identifying and executing the Company’s strategic priorities.

As our Chief Executive

Officer, President, Chair and founder, Mr.

Rossi brings to the Board extensive knowledge of the Company’s products, structure,

history, and culture as well as years of expertise in the industry and is qualified to be a member of the Company’s Board of Directors.

Steven Rossi attended the University of Toronto from 2005 to 2007,

majoring in Life Science and pausing his post-secondary education to begin his career as an entrepreneur, visionary, and founder.

Steven Rossi founded two automotive-based companies in 2005 and 2006, respectively, and he managed and grew their respective operations

for several years.

Steven Rossi then founded Worksport Ontario, a wholly owned operating entity of the Company, in 2011, and he has

since been granted numerous patents across the U.S, and Canada – all of which he assigned exclusively to Worksport.

In a short time

since raising substantial funds in 2021 with which to grow Worksport, Mr.

Steven Rossi has been instrumental in retrofitting a distribution

facility in West Seneca, New York into a manufacturing facility.

He was further responsible for facilitating the research and development

and planning the launch of new tonneau cover product lines;

as these product lines were well-received by the consumer market, and as demand

for them increased, Mr.

Steven Rossi then orchestrated the scaling of production through coordinating with teams across multiple states

and disciplines to meet consumer demand.

Through his two decades of business experience in the automotive sector, Steven Rossi possesses

the knowledge and experience in establishing, managing, and growing automotive companies that aid him in efficiently and effectively identifying

and executing the Company’s strategic priorities.

As our Chief Executive Officer, President, Chair and founder, Mr.

brings to the Board extensive knowledge of the Company’s products, structure, history, and culture as well as years of expertise

in the industry and is qualified to be a member of the Company’s Board of Directors.

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

Johnston has been a

partner with Forbes Andersen LLP, Chartered Professional Accountants, since January 2012 and offers over 20 years of experience advising

both private and public companies.

His responsibilities include assisting Steven Rossi in developing new business, maintaining operating

budgets and ensuring adequate cash flow.

Johnston was appointed by the Board for his extensive knowledge of the Company’s products

and his financial and accounting expertise.

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

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

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

His strategic

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

educational excellence while maintaining fiscal discipline.

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

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

His extensive

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

his commitment to fostering academic achievements.

Michael Johnston has been a partner with Forbes Andersen LLP, Chartered

Professional Accountants, since January 2012 and offers over 20 years of experience advising both private and public companies.

His responsibilities

include assisting Steven Rossi in developing new business, maintaining operating budgets and ensuring adequate cash flow.

Johnston was appointed by the Board for his extensive knowledge of the Company’s products and his financial and accounting expertise.

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

Rossi has served as a

Director of the Company since December 9, 2014.

Rossi currently serves as Chief Executive Officer of TerraVis Energy, a

subsidiary of Worksport Ltd., and is the inventor of the AetherLux ZeroFrost cold-climate heat pump technology.

He served as Chair

of Finance for one of Canada’s largest Catholic school boards, where he was responsible for financial oversight and governance

of a large public institution.

He also served as a Board Director of a TSX-listed biometric technology company, where he gained

experience in corporate governance, technology strategy, and the regulatory responsibilities of a publicly traded enterprise.

Lorenzo Rossi served for 23 years as a Continuing Education High School Principal, during which he held responsibility for

institutional administration, staff leadership, and academic program development.

He brings to the Board expertise in clean energy

technology, financial oversight, corporate governance, and organizational leadership.

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

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

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

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

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

and commitment to lifelong learning.

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

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

His contributions are pivotal in driving the Company’s

strategic initiatives, optimizing performance, and enhancing shareholder value.

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

Loverock has also served as

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

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

his Chartered Accountant designation from the Institute of Chartered Accountants, Ontario in 1997, and has over 30 years’ experience

in accounting and finance roles in Canada, the United States and England.

Loverock has been the Chief Financial Officer and Corporate

Secretary at Contagious Gaming Inc.

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

From January 2018 to April 2023, he served as the Chief Financial Officer of Sproutly Canada, Inc.

From October 2014 to May 2015,

he served as the Chief Financial Officer of VoiceTrust Inc.

From November 2012 to October 2014, he served as the Chief Financial Officer

and Chief Compliance officer of Quartz Capital Group Ltd.

Craig Loverock has also served as the Chair of the Audit Committee

since April 22, 2019.

Craig Loverock is a licensed CPA (Chartered Professional Accountant) and received his Chartered Accountant designation

from the Institute of Chartered Accountants, Ontario in 1997, and has over 30 years’ experience in accounting and finance roles

in Canada, the United States and England.

Craig Loverock has been the Chief Financial Officer and Corporate Secretary at Contagious

since November 30, 2015, and currently serves as the Chief Financial Officer of Calibrex Developments.

From January 2018 to

April 2023, he served as the Chief Financial Officer of Sproutly Canada, Inc.

From October 2014 to May 2015, he served as the Chief Financial

Officer of VoiceTrust Inc.

From November 2012 to October 2014, he served as the Chief Financial Officer and Chief Compliance officer of

Quartz Capital Group Ltd.

The Board believes that Mr.

Loverock’s vast professional experience,

education, and professional credentials qualify him to serve as a member of the Company’s Board of Directors and as a member of

the Board’s committees.

Craig Loverock’s vast professional experience, education, and professional

credentials qualify him to serve as a member of the Company’s Board of Directors and as a member of the Board’s committees.

Caragol was appointed Director on June 30, 2021.

From 2018 to the present, Mr.

Caragol has also been Managing Director of

Quidem LLC, a corporate advisory firm.

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

William Caragol has also been Managing Director of Quidem LLC, a corporate

advisory firm.

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

MYNZ) since July of 2021.

From November

2021 to September 2025, Mr.

William Caragol also served as the Chief Operating Officer and Chief Financial Officer of Iron Horse Acquisitions

Since November 2023, Mr.

Caragol has also served as the Chief Operating Officer and Chief Financial Officer of Iron Horse

Acquisitions Corp.

Since July 2023, Mr.

Caragol has also been on the board of directors and has been Chairman of the

audit committee of Janover, Inc.

JNVR), and he served on the board of directors of Greenbox POS (NASDAQ:

GBOX) from 2021 to

Since 2015, Mr.

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

Caragol earned a B.S.

in business administration and accounting from Washington & Lee University and is a member of the

American Institute of Certified Public Accountants.

The Board believes that Mr.

Caragol’s vast experience as a member of

several publicly traded companies’ board of directors, his education, and professional credentials qualify him to serve as a

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

William Caragol has also served as a director and Chief Financial Officer of Iron Horse

Acquisition II Corp.

Since November 2023, Mr.

William Caragol has also Since July 2023, Mr.

William Caragol has also been

on the board of directors and has been Chairman of the audit committee of DeFi Development Corp (NASDAQ:

DFDV) and he served on the board

of directors of Greenbox POS (NASDAQ:

GBOX) from 2021 to April 2023.

William Caragol earned a B.S.

in business administration and

accounting from Washington & Lee University and is a member of the American Institute of Certified Public Accountants.

The Board believes

William Caragol’s vast experience as a member of several publicly traded companies’ board of directors, his education,

and professional credentials qualify him to serve as a member of the Company’s Board Directors and as a member of the Board’s

Siegel was appointed a director June 30, 2021.

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infrastructure, financial services, oil & gas and cyber & secure technology.

Ambassador Siegel has served since 2013 as Of

Counsel to the law firm of Wildes & Weinberg, P.C.

From October 2007 until January 2009, he served as the United States Ambassador

to the Commonwealth of The Bahamas.

Ambassador Ned Siegel has served since 2013 as Of Counsel to the law firm

of Wildes & Weinberg, P.C..

From October 2007 until January 2009, he served as the United States Ambassador to the Commonwealth of

Prior to his Ambassadorship, in 2006, he served with Ambassador John R.

Bolton at the United Nations

in New York, as the Senior Advisor to the U.S.

Mission and as the United States Representative to the 61st Session of the United Nations

General Assembly.

Bolton at the United Nations in New York, as the

Senior Advisor to the U.S.

Mission and as the United States Representative to the 61st Session of the United Nations General Assembly.

From 2003 to 2007, Mr.

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

(OPIC), which was established to help U.S.

businesses invest overseas, fostering economic development in new and emerging markets, complementing

the private sector in managing the risk associated with foreign direct investment and supporting U.S.

Ambassador Ned Siegel served on the Board of Directors of the Overseas Private Investment Corporation (OPIC), which

was established to help U.S.

businesses invest overseas, fostering economic development in new and emerging markets, complementing the

private sector in managing the risk associated with foreign direct investment and supporting U.S.

foreign policy.

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Jeb Bush, Mr.

Ambassador Siegel served as a Member of the Board of Directors of Enterprise Florida, Inc.

Ambassador Ned Siegel served as a Member of the Board of Directors of Enterprise Florida, Inc.

(EFI) from 1999-2004.

the state of Florida’s primary organization promoting statewide economic development through its public-private partnership.

Siegel presently serves on the Board of Directors of the following companies:

Janover Inc., La Rosa Holdings Corp.

and Bannix Acquisition

is the state of Florida’s primary organization promoting statewide economic development through its public-private partnership.

Ambassador Ned Siegel presently serves on the Board of Directors of La Rosa

Holdings Corp.

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

Medical Glove Company, Captis Intelligence, Inc., and Maridose, LLC.

Siegel received a B.A.

Medical Glove Company, Captis Intelligence, Inc., VisionWave

Holdings, Inc., Potomac International Partners, Parallel Profile, Inc., and Maridose, LLC.

Ambassador Ned Siegel received a B.A.

from the University of Connecticut in 1973 and J.D.

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Board believes that Mr.

Ambassador Siegel’s vast professional experience, education, and professional credentials qualify him to

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

following members comprise our Advisory Board as of March 27, 2025 :

Thomas DiNanno

Behar joined the Company’s Advisory Board on October 7, 2021.

As Founder of The Behar Group, Yosi Behar has been an active

real estate representative and broker in Ontario, Canada for over 40 years with overwhelming success.

He has coordinated and completed

numerous transactions for such companies as Bell Canada, Runnymede Development Corporation Limited, Imperial Oil, Sun Life Assurance

Company of Canada, Tribute Homes, Royop Corporation, Petro-Canada, Royal Bank of Canada, The Bank of Montreal, Liberty Developments,

Minuk Construction, and Metrus Development.

His current mandates include acting as real estate advisor for Volvo Canada, Volkswagen,

Land Rover/Jaguar, Lexus/Toyota, Honda/Acura, Hyundai, Mazda, BMW, Mercedes-Benz, Subaru, Kia, Mitsubishi, Ford, General Motors, Chrysler,

He prides himself on his impeccable reputation for service, integrity, perseverance, and loyalty to his valued clientele.

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

Sengkee Ahn has almost three decades of experience advising and working

with some of the wealthiest organizations and individuals in Canada.

He currently serves as Managing Director at a large Canadian Chartered

Previously, Mr.

Ahn was the CFO for one of the largest alternative nicotine companies in North America and, before that, was Senior

Vice President of Corporate Development for a large cannabis company in Southwestern Ontario.

He spent over 20 years at RBC and CIBC,

holding various senior positions in wealth management, Capital Markets, and Commercial Banking.

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

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

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

Previously, Mike Timmons

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

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

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

Thomas DiNanno has held several key U.S.

Government positions

with focuses in areas of national security and infrastructure.

His experience and expertise are intended to influence the Company’s

ongoing efforts in the government sector.

DiNanno is a contributing advisor to Hudson Institute, a 501(c)(3) organization that guides

public policy makers and global leaders in government and business through publications, conferences, policy briefings, and recommendations.

Prior to joining Hudson Institute, he served as a professional staff member on the House Permanent Select Committee on Intelligence as

well as acting Assistant Secretary of State of the Arms Control, Verification and Compliance Bureau from 2018-2021.

DiNanno has served

in several key government capacities, including Assistant Administrator for the Department of Homeland Security’s Federal Emergency

Management Agency (FEMA), where he oversaw National Preparedness initiatives and grants focused on counterterrorism.

Ambassador Ned Siegel’s vast professional experience, education, and professional credentials qualify

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

Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their resignation

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exercise of independent judgment in carrying out the responsibilities of a director.

Steven Rossi, Lorenzo Rossi, Craig Loverock, William

Caragol and Ned L.

Steven Rossi, Dr.

Lorenzo Rossi, Mr.

Craig Loverock, Mr.

William Caragol and Mr.

Ambassador Ned L.

Siegel serve as members of our Board of Directors.

Our Board has determined that Craig Loverock, William Caragol and

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

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

Our Board has determined that Mr.

Craig Loverock,

William Caragol and Mr.

Ambassador Ned L.

Siegel are “independent directors” as defined in The Nasdaq Stock Market LLC

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

We currently have a standing Audit Committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, and one member

of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules.

Craig Loverock, William Caragol and Ned L.

required to have at least three members of the Audit Committee, each of whom is required to be independent and financially literate,

with one qualifying as an “audit committee financial expert” as defined in applicable SEC rules.

Craig Loverock,

William Caragol and Ned L.

Siegel serve as members of our Audit Committee.

Loverock serves as the Audit Committee

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

Craig Loverock serves as the Audit Committee Chairman

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

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

appoint, compensate, and

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

resolve any disagreements

between management and the auditor regarding financial reporting;

pre-approve all auditing

and non-audit services;

retain independent counsel,

accountants, or others to advise the Audit Committee or assist in the conduct of an investigation;

seek any information it

requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests – or external

meet with our officers,

external auditors, or outside counsel, as necessary;

oversee that management

has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policies.

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

any disagreements between management and the auditor regarding financial reporting;

all auditing and non-audit services;

independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation;

any information it requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests

– or external parties;

with our officers, external auditors, or outside counsel, as necessary;

that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate

We have a standing Compensation Committee.

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to have at least two members of the Compensation Committee, all of whom must be independent.

William Caragol, Craig Loverock and Ned

William Caragol, Mr.

Craig Loverock and Mr.

Siegel serve as members of our Compensation Committee.

Caragol serves as the Compensation Committee Chairman.

William Caragol serves as the Compensation Committee Chairman.

have adopted a Compensation Committee charter, which details the purpose and responsibility of the Compensation Committee, including

discharge the responsibilities

of the Board relating to compensation of our directors, executive officers and key employees;

assist the Board in establishing

appropriate incentive compensation and equity-based plans and to administer such plans;

oversee the annual process

of evaluation of the performance of our management;

perform such other duties

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

the responsibilities of the Board relating to compensation of our directors, executive officers and key employees;

the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

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

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

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

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We have a standing Nominating and Corporate Governance Committee.

Craig Loverock, William

Caragol and Ned L.

Craig Loverock, Mr.

William Caragol and Mr.

Ambassador Ned

Siegel serve as members of the Nominating and Corporate Governance.

Ambassador Ned L.

Siegel serves as the Nominating and Corporate

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and Corporate Governance Committee, including to:

assist the Board by identifying

qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual

meeting of shareholders;

lead the Board in its annual

review of its performance;

recommend director nominees

to the Board for each committee of the Board;

develop and recommend to

the Board corporate governance guidelines applicable to us.

the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees

for the next annual meeting of shareholders;

the Board in its annual review of its performance;

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

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

of the Board of Directors

our fiscal year ended December 31, 2025, the Board met from time to time informally and acted by written consent on numerous occasions.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or

executive officers has, during the past 10 years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Indemnification

and Limitation on Liability of Directors

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

Nothing contained in the

provisions will be construed to deprive any director of his or her right to all defenses ordinarily available to the director nor will

anything herein be construed to deprive any director of any right he or she may have for contribution from any other director or other

present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification

will be required or permitted.

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

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

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

EXECUTIVE COMPENSATION

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Compensation Table

Steven Rossi, Chief Executive

Officer, President

1,067,227 (3)

4,978,572 (3)

Steven Rossi’s gross salary in 2024 was $187,000 ($256,085 CAD), which includes his base compensation plus an 8% vacation payout

per paycheck.

He additionally received $159,527 in consulting fees.

He also received contributions towards health, dental, and

vision coverage equaling $1,719 ($2,354 CAD) in the same year.

The payments were made in CAD, of which was converted to USD using the

2024 average exchange rate of 0.730228.

Steven Rossi’s gross salary in 2023 was $327,998 ($442,615 CAD), which includes his base compensation plus an 8% vacation payout

per paycheck.

He additionally received $45,786 ($61,786 CAD) in vacation payouts accrued prior to 2023.

Name and Position

All Other Compensation

Steven Rossi, Chief Executive Officer, President (PEO)

Steven Rossi’s gross salary in 2025 was $300,000, which includes only consulting fees.

He also received contributions

towards health, dental, and vision coverage equaling $686 ($926 CAD) in the same year.

The payments were made in CAD, of which was converted

to USD using the 2023 average exchange rate of 0.741045.

On May 1, 2023, we granted Steven Rossi 200,000 NQSO Stock Options with a strike price of $17.40 and a vesting schedule based on market

capitalization, of which 20% has vested as of December 31, 2024.

On July 21, 2023, we granted Steven Rossi 5,000 NQSO stock options with

a strike price of $36.10 to be vested 50% one year from grant date and 50% two years from grant date.

On October 31, 2023, we granted

Steven Rossi 150,000 ISO Stock Options with a strike price of $14.40 to be vested upon completion of revenue milestones, of which 20%

has vested as of December 31, 2024.

entered into an employment agreement with Steven Rossi, our Chief Executive Officer, effective May 10, 2021 (the “Employment

Details of the Employee Agreement were filed as an exhibit (Exhibit 10.1) to the Company’s Form 8-K filed

on 05/12/2021.

employment agreement previously entered into with Steven Rossi, our Chief Executive Officer, effective May 10, 2021, was terminated on

July 23, 2024 and replaced with a consulting agreement (the “Consulting Agreement”).

The term of the Consulting Agreement commenced on July 23, 2024 (the “Effective Date”) and continues indefinitely.

Other details

of the Consulting Agreement were filed as an exhibit (Exhibit 10.1) to the Company’s Form 8-K filed on 07/26/2024.

table below set forth the outstanding equity awards held by our named executive officers at of December 31, 2024.

towards health, dental, and vision coverage equaling $2,715 in the same year.

Steven Rossi’s gross salary in 2024 was $187,000, which includes his base compensation plus an 8% vacation payout per

He additionally received $159,527 in consulting fees.

He also received contributions towards health, dental, and vision

coverage equaling $1,719 in the same year.

On April 4, 2025, we granted Mr.

Steven Rossi 30,000 nonqualified stock options with a strike price of $3.09 and a fair value of

$2.86 as determined by use of the Black Scholes valuation model.

On July 12, 2025, we granted Mr.

Steven Rossi 215,000 NQSO stock

options with a strike price of $3.80 and a grant date fair value of $3.53 as determined by use of the Black Scholes valuation

2024, we amended Mr.

Steven Rossi’s 2023 5,000 nonqualified stock options with a strike price of $36.10 to a strike price of

All other elements of the award were otherwise unchanged.

Management determined the incremental fair value of the

modification using Black Scholes.

February 12, 2026, the Board approved the issuance of a $150,000 cash bonus to Mr.

Steven Rossi for his exemplary performance in

2025 pursuant to the terms of the Consulting Agreement, dated July 23, 2024.

February 14, 2025, the Board approved a bonus of $150,000 payable in cash to Mr.

Steven Rossi for his achievements in leading and

delivering outstanding results in 2024, pursuant to the terms of the Consulting Agreement, dated July 23, 2024.

Rossi Employment and Consulting Arrangements

Company previously entered into an employment agreement with Mr.

Steven Rossi, its Chief Executive Officer, effective May 10, 2021

(the “Employment Agreement”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on

May 12, 2021.

Pursuant to the Employment Agreement, Mr.

Steven Rossi served as the Company’s Chief Executive Officer and

received an annual base salary of $300,000 and was eligible to receive an annual bonus equal to 50% of his base salary, subject to

the achievement of performance goals established by the Compensation Committee of the Company’s Board of Directors.

Employment Agreement had an initial term of five years commencing May 10, 2021, with automatic three-year renewal terms thereafter unless

either party provided written notice of non-renewal at least 90 days prior to the applicable renewal date.

The agreement also contained

customary provisions relating to severance upon certain qualifying terminations, change in control benefits, indemnification, clawback

and definitions of “Cause” and “Good Reason.”

July 23, 2024, the Company terminated the Employment Agreement and entered into a consulting agreement with Steven Rossi and 2230164

Ontario Inc., an Ontario corporation owned by Mr.

Steven Rossi (the “Consultant”) (the “Consulting

Agreement”), which replaced the Employment Agreement in its entirety.

The Consulting Agreement was filed as Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on July 26, 2024.

to the Consulting Agreement, Mr.

Steven Rossi continues to serve as the Company’s Chief Executive

Officer and President, with services provided through the Consultant.

The Consulting Agreement commenced on July 23, 2024 and continues

until terminated in accordance with its terms.

Because the Consultant is wholly owned by Mr.

Steven Rossi, payments made to the Consultant

under the Consulting Agreement are treated as compensation to Mr.

Steven Rossi for purposes of the Company’s executive compensation

the Consulting Agreement, the Consultant receives annual base fees of $300,000 and is eligible to earn an annual incentive bonus equal

to 50% of the base fees based on performance goals established by the Compensation Committee of the Company’s Board of Directors,

when constituted.

connection with the Consulting Agreement, the Company granted the Consultant or Mr.

Steven Rossi a non-qualified stock option to

purchase 350,000 shares of the Company’s common stock for $7.042 per share.

The option vests in equal quarterly installments

over a five-year period and expires on the tenth anniversary of the date of grant, subject to the Consultant’s continued

service with the Company.

In the event of a change in control of the Company, the option will vest in full.

Consulting Agreement may be terminated by the Company with or without cause or by the Consultant with or without good reason and contains

customary provisions relating to change in control benefits, clawback and indemnification.

Steven Rossi provided services to the Company pursuant to the Consulting Agreement throughout the fiscal year ended December 31,

The foregoing description of the Consulting Agreement is a summary and is qualified in its entirety by reference to the full

text of the Consulting Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 26,

table below sets forth the outstanding equity awards held by our named executive officers as of December 31, 2025.

EQUITY AWARDS AT DECEMBER 31, 2025

of securities underlying exercised options (#)

of securities underlying unexercised options (#) exercisable

incentive plan awards:

Option Awards

Number of securities underlying exercised options (#)

Number of securities underlying unexercised options (#) exercisable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

exercise price ($)

expiration date

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

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

Rossi, CEO & Pres.

Option exercise price ($)

Option expiration date

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

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

Steven Rossi, CEO & Pres.

188,750 (1)(2)(3)(4)(5)(6)

491,250 (1)(2)(3)(4)(5)(6)

On August 6, 2021, we granted

Steven Rossi an incentive stock option to purchase 10,000 shares of common stock for $55.00 per share under the Worksport Ltd.

(1)(2)(3)(4)(5)(6)

August 6, 2021, we granted Mr.

Steven Rossi an incentive stock option to purchase 10,000 shares of common stock for $55.00 per share

under the Worksport Ltd.

2021 Equity Incentive Plan.

The option vests 100% on the grant date.

The expiration date of the option is August 6, 2026.

During the year

ended December 31, 2024, this stock option’s strike price was updated to $7.042.

On May 1, 2023, we granted Steven Rossi a non-qualified stock option to

purchase 200,000 shares of common stock for $17.40 per share.

Vesting is based upon the achievement of either the Company’s Market

Capitalization or the Company’s Share Price.

The expiration date of the option is

August 6, 2026.

During the year ended December 31, 2024, this stock option’s strike price was updated to $7.042.

May 1, 2023, we granted Mr.

Steven Rossi a non-qualified stock option to purchase 200,000 shares of common stock for $17.40 per

Vesting is based upon the achievement of either the Company’s Market Capitalization or the Company’s Share Price.

The grant vests in ten tranches.

The first tranche vests once the Company either maintains

a volume weighted average price of $20.00 or more for 10 consecutive trading days or reaches a market capitalization of $38,000,000, and

an additional tranche representing 10% of the option grant vests for each dollar by which the volume weighted average price increases

or for each additional $17,000,000 in which the Company’s market capitalization increases.

The first tranche vests once the Company either maintains a volume weighted average price of $20.00

or more for 10 consecutive trading days or reaches a market capitalization of $38,000,000, and an additional tranche representing

10% of the option grant vests for each dollar by which the volume weighted average price increases or for each additional

$17,000,000 in which the Company’s market capitalization increases.

20% of the stock option has vested.

expiration date of the option is May 1, 2033.

During the year ended December 31, 2024, this stock option’s strike price was updated

On July 21, 2023, we granted Steven Rossi a non-qualified stock option

to purchase 5,000 shares of common stock for $36.10 per share under the Worksport Ltd.

The expiration date of

the option is May 1, 2033.

During the year ended December 31, 2024, this stock option’s strike price was updated to

July 21, 2023, we granted Mr.

Steven Rossi a non-qualified stock option to purchase 5,000 shares of common stock for $36.10 per

share under the Worksport Ltd.

2022 Equity Incentive Plan.

The option vests 50%

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

The expiration

date of the option is July 21, 2028.

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

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

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

During the year ended December 31, 2024, this stock option’s strike price was updated to $7.042.

On October 31, 2023, we

granted Steven Rossi an incentive stock option to purchase 150,000 shares of common stock for $14.40 per share.

Vesting is based

upon the achievement of revenue-based milestones.

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

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

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

20% of the stock option

October 31, 2023, we granted Mr.

Steven Rossi an incentive stock option to purchase 150,000 shares of common stock for $14.40 per

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

The first tranche represents 20% of the option vests upon

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

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

the stock option has vested.

The expiration date of the option is October 31, 2033.

During the year ended December 31, 2024, this stock

option’s strike price was updated to $7.042.

During the year ended December 31, 2024, this

stock option’s strike price was updated to $7.042.

On April 4, 2025, we granted Mr.

Steven Rossi a

non-qualified stock option to purchase 30,000 shares of common stock for $3.09 per share under the Worksport Ltd 2022 Equity

Incentive Plan.

The option vests 12.5% every three months beginning October 31, 2025.

12.5% of the stock option has vested.

expiration date of the option is April 3, 2035.

On July 12, 2025, we granted Mr.

Steven Rossi a

non-qualified stock option to purchase 215,000 shares of common stock for $3.89 per share.

The option vests 50% on the first

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

The expiration date of

the option is July 12, 2035.

Incentive Plans

10 unchanged sentences

The Board reserved 50,000 shares of common stock issuable upon the grant of awards under the

As of December 31, 2024, zero shares of common stock remain available under the 2015 Plan.

As of December 31, 2025, 2,000 shares of common stock remain available under the 2015 Plan.

Equity Incentive Plan

11 unchanged sentences

Equity Incentive Plan

September 2022 and November 2022, our Board and shareholders, respectively, approved and adopted the Worksport Ltd.

2022 Equity Incentive

Plan (the “2022 Plan”).

The 2022 Plan authorizes the grant of the following types of stock awards:

(i) incentive stock options,

(ii) nonstatutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) performance

units, (vii) performance shares and (vii) other awards as the administrator may determine.

The 2022 Plan is to be administered by the

Board, the Compensation Committee or any other committee appointed by the Board.

The 2022 Plan is intended to (i) attract and retain

the best available personnel for positions of substantial responsibility, (ii) provide incentives to individuals who perform services

for us and (iii) promote the success of our business.

A total of 75,000 shares of common stock have been reserved for the issuance of

awards under the 2022 Plan.

The 2022 Plan also contains an “evergreen formula” pursuant to which the number of shares of

common stock available for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term

of the 2022 Plan, beginning with the calendar year 2023, by an amount of shares of common stock so that the total amount of common stock

available under the 2022 Plan is equal to 15% of the total number of shares of common stock outstanding on December 31 st of

the prior calendar year minus the total number of shares reserved and available for issuance under the 2015 Plan and 2021 Plan.

December 31, 2023, 96,779 shares of common stock were available under the 2022 Plan.

The number of shares of common stock authorized

under the 2022 Plan as of January 1, 2024 was 303,311.

As of December 31, 2024, 27,909 shares of common

stock were available under the 2022 Plan.

In September 2022 and November 2022, our Board

and shareholders, respectively, approved and adopted the Worksport Ltd.

2022 Equity Incentive Plan (the “2022 Plan”).

2022 Plan authorizes the grant of the following types of stock awards:

(i) incentive stock options, (ii) nonstatutory stock options, (iii)

stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) performance units, (vii) performance shares

and (vii) other awards as the administrator may determine.

The 2022 Plan is to be administered by the Board, the Compensation Committee

or any other committee appointed by the Board.

The 2022 Plan is intended to (i) attract and retain the best available personnel for positions

of substantial responsibility, (ii) provide incentives to individuals who perform services for us and (iii) promote the success of our

The 2022 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available

for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan, beginning

with the calendar year 2023, by an amount of shares of common stock so that the total amount of common stock available under the 2022

Plan is equal to 15% of the total number of shares of common stock outstanding on December 31 st of the prior calendar year

minus the total number of shares reserved and available for issuance under the 2015 Plan and 2021 Plan.

In December 2025, the evergreen

formula was modified to equity 18% of the total number of shares of common stock outstanding on December 31 st of the prior

calendar year.

As of December 31, 2024, 27,909 shares of common stock were available under the 2022 Plan.

The number of shares of common

stock authorized under the 2022 Plan as of January 1, 2025, was 303,311.

As of December 31, 2025, 27,909 shares of common stock were available

under the 2022 Plan.

The number of shares of common stock authorized under the 2022 Plan as of January 1, 2025, was 428,431.

As of December

31, 2025, 20,158 shares of common stock were available under the 2022 Plan.

The number of shares of common stock authorized under the

2022 Plan as of January 1, 2026, was 1,592,640.

2022 Plan shall be in effect upon the adoption by the Board and remain in effect until the 10 th anniversary of the date the

188 unchanged sentences

Lorenzo Rossi

Payments were made in CAD and converted to USD per the exchange rate as of the date of each bill payment, of which include $11,542, $11,431,

and $5,798 on January 12, 2024, June 7, 2024, September 5, 2024, respectively.

Lorenzo Rossi’s gross compensation in 2024 was $211,814 ($290,065 CAD).

additionally received contributions towards health, dental, and vision coverage equaling $3,138 ($4,297 CAD) in the same year.

were made in CAD, of which was converted to USD using the 2024 average exchange rate of 0.730228.

During the year ended December 31, 2024, each of the three independent directors were granted 2,500 shares of common stock issuable upon

the exercise of vested options at a price of $7.042 per share until July 23, 2034.

(1) Payments were made in CAD and converted to

USD using the 2025 average rate of 0.7154.

Lorenzo Rossi’s fees earned in 2025 was $70,000 ($97,847 CAD).

The payments were made in CAD and converted to USD using the 2025 average exchange rate of 0.7154.

(3) On March 7, 2025, we granted Dr.

Lorenzo Rossi a non-qualified stock option

to purchase 10,000 shares of common stock under the 2022 Equity Incentive Plan at a strike price of $5.95 and a fair value of $5.95 as

determined by use of the Black Scholes valuation model.

The option expires on March 7, 2035.

(4) On April 4, 2025, we granted each independent director a non-qualified stock

option to purchase 7,000 shares of common stock under the 2022 Equity Incentive Plan at a strike price of $3.09 and a fair value of $2.86

as determined by use of the Black Scholes valuation model.

The options expire on April 4, 2035.

Under these same terms, we granted Mr.

Steven Rossi a non-qualified stock option to purchase 30,000 shares of common stock.

(5) On July 12, 2025, we granted Mr.

Craig Loverock, Mr.

Ambassador Ned Siegel,

Lorenzo Rossi non-qualified stock options to purchase 10,000 shares of common stock at a strike price of $3.89 per share and a

fair value of $3.53 as determined by use of the Black Scholes valuation model.

The options expire on July 12, 2035.

Under these same terms,

we granted Mr.

William Caragol and Mr.

Steven Rossi non-qualified stock options to purchase 50,000 and 215,000 shares of common stock,

respectively.

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

33 unchanged sentences

and includes options, warrants and other securities convertible or exercisable into shares of common stock, provided that such securities

are currently exercisable or convertible within 60 days of March March 27, 2025.

Each director or officer, as the case may be, has furnished us

with information with respect to their beneficial ownership.

Except as otherwise indicated, all persons listed below have (i) sole voting

power and investment power with respect to their common stock, except to the extent that authority is shared by spouses under applicable

law, and (ii) record and beneficial ownership with respect to their common stock.

Address of Beneficial Owner (1)

of Shares of Common Stock Beneficially Owned

of Common Stock Beneficially Owned (2)

are currently exercisable or convertible within 60 days of March 26, 2026.

Each director or officer, as the case may be, has furnished

us with information with respect to their beneficial ownership.

Except as otherwise indicated, all persons listed below have (i) sole

voting power and investment power with respect to their common stock, except to the extent that authority is shared by spouses under

applicable law, and (ii) record and beneficial ownership with respect to their common stock.

and Address of Beneficial Owner (1)

and Executive Officers:

Steven Rossi —CEO, President,

Steven Rossi —CEO,

President, and Chairman

Michael Johnston —CFO

3 unchanged sentences

Siegel —Director

All officers and directors as a group (6 persons)

and directors as a group (6 persons)

5%+ Shareholders:

1 unchanged sentence

Based on 11,885,519 shares of common stock outstanding as of March 26, 2026.

Includes 12,500 shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share – 10,000 of

which expire on August 6, 2026 while the remaining 2,500 expire on July 21, 2028.

Rossi also owns 100 shares of Series A Preferred

Stock - entitling him to 51% of the voting power of the corporation.

Rossi also has option grants amounting

to 350,000 of issuable stock upon the completion of milestones;

70,000 of these stock options have vested while the remaining 280,000

stock options are deemed unlikely to vest in the near future.

Steven Rossi additionally holds 252,588 shares with our transfer agent

- 3,333 of which he purchased on November 19, 2024.

Includes (i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September 6, 2021, (ii)

1,500 shares of common stock issuable upon the exercise of vested options at a price of $55.00 per share until July 23, 2026, (iii) 375

shares of common stock issuable upon the exercise of vested options at a price of $36.10 per share until July 21, 2028, (iv) 3,000 shares

of common stock issuable upon the exercise of vested options at a price of $25.10 per share until December 29, 2026, (v) 6,000 shares

of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30, 2033, and (vi) 938 shares

of common stock issuable upon the exercise of vested options at a price of $7.042 per share until 7/23/2034.

All of these stock options

have been subsequently repriced to $7.042 per share.

Includes (i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September 6, 2021, (ii)

1,500 shares of common stock issuable upon the exercise of vested options at a price of $55.00 per share until August 6, 2026, (iii)

375 shares of common stock issuable upon the exercise of vested options at a price of $36.10 per share until July 21, 2028, (iv) 3,000

shares of common stock issuable upon the exercise of vested options at a price of $25.10 per share until December 29, 2026, (v) 6,000

shares of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30, 2033, and (vi) 938

shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share until 7/23/2034.

All of these stock

options have been subsequently repriced to $7.042 per share.

Includes (i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September 6, 2021, (ii)

Includes (i) 10,000 shares of common stock

issuable upon the exercise of vested options at a price of $7.042 per share until August 6, 2026, (ii) 5,000 shares of common stock issuable

upon the exercise of vested options at a price of $7.042 per share until July 21, 2028, (iii) 350,000 of issuable stock upon the completion

of milestones;

70,000 of these stock options have vested while the remaining 280,000 stock options are deemed unlikely to vest in the

near future, and (iv) 11,250 shares of common stock issuable upon the exercise of vested options at a price of $3.09 per share until April

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

Steven Rossi holds 252,588 shares with our transfer agent - 3,333 of which he purchased on November 19, 2024 .

Includes (i) 5,000 shares of common stock issuable upon the exercise of vested options at a price of $5.95 per share

until March 7, 2035, (ii) 3,750 shares of common stock issuable upon the exercise of vested options at a price of $3.89 per share until

July 12, 2035, and (iii) 30,000 of issuable stock upon the completion of milestones;

7,500 of these performance stock units have vested

while the remaining 22,500 are deemed unlikely to vest in the near future.

Includes (i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September

6, 2021, (ii) 1,500 shares of common stock issuable upon the exercise of vested options at a price of $55.00 per share until July 23,

2026, (iii) 1,500 shares of common stock issuable upon the exercise of vested options at a price of $36.10 per share until July 21, 2028,

(iv) 3,000 shares of common stock issuable upon the exercise of vested options at a price of $25.10 per share until December 29, 2026,

(v) 8,000 shares of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30, 2033, and

(vi) 2,625 shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share until July 23, 2034.

of these stock options have been subsequently repriced to $7.042 per share,

(i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on September 6, 2021, (ii) 1,500

shares of common stock issuable upon the exercise of vested options at a price of $55.00 per share until August 6, 2026, (iii) 750

1 unchanged sentence

shares of common stock issuable upon the exercise of vested options at a price of $25.10 per share until December 29, 2026, (v)

shares of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30, 2033, and (vi) 938

shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share until 7/23/2034.

All of these stock

options have been subsequently repriced to $7.042 per share.

8,000 shares of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30, 2033,

(vi) 2,188 shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share until July 23, 2034,

and (vii) 2,625 shares of common stock issuable upon the exercise of vested options at a price of $3.09 per share until April 4,

Stock options (ii) – (v) have been subsequently repriced to $7.042 per share.

(7) Includes (i) 1,500 shares of restricted shares of common stock granted on September 6, 2021 and that vested on

September 6, 2021, (ii) 1,500 shares of common stock issuable upon the exercise of vested options at a price of $55.00 per share until

August 6, 2026, (iii) 750 shares of common stock issuable upon the exercise of vested options at a price of $36.10 per share until July

21, 2028, (iv) 3,000 shares of common stock issuable upon the exercise of vested options at a price of $25.10 per share until December

29, 2026, (v) 8,000 shares of common stock issuable upon the exercise of vested options at a price of $16.60 per share until January 30,

2033, (vi) 2,188 shares of common stock issuable upon the exercise of vested options at a price of $7.042 per share until July 23, 2034,

and (vii) 2,625 shares of common stock issuable upon the exercise of vested options at a price of $3.09 per share until April 4, 2035.

Stock options (ii) – (v) have been subsequently repriced to $7.042 per share.

Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

of December 31, 2025)

Plan Category:

securities to be

2 unchanged sentences

2015 Equity Incentive Plan:

compensation plans approved by security holders

compensation plans not approved by security holders

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2021 Equity Incentive Plan:

compensation plans approved by security holders

compensation plans not approved by security holders

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2022 Equity Incentive Plan:

compensation plans approved by security holders

compensation plans not approved by security holders

The 2022 Plan also contains

an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2022 Plan

will automatically increase on January 1 st of each calendar year during the term of the 2022 Plan, beginning with the

calendar year 2023, by an amount of shares of common stock so that the total amount of common stock available under the 2022 Plan

is equal to 15% of the total number of shares of common stock outstanding on December 31 st of the prior calendar year

minus the total number of shares reserved and available for issuance under the 2015 Plan and 2021 Plan.

The number of shares of common

stock authorized under the 2022 Plan as of January 1, 2025 was 599,983.

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The 2022 Plan also contains an “evergreen formula” pursuant

to which the number of shares of common stock available for issuance under the 2022 Plan will automatically increase on January 1 st

of each calendar year during the term of the 2022 Plan, beginning with the calendar year 2023, by an amount of shares of common

stock so that the total amount of common stock available under the 2022 Plan is equal to 15% of the total number of shares of common stock

outstanding on December 31 st of the prior calendar year minus the total number of shares reserved and available for issuance

under the 2015 Plan and 2021 Plan.

During December 2025, the board approved an increase to the allocation percentage under the 2022 Plan

The number of shares of common stock authorized under the 2022 Plan as of January 1, 2026 was 1,572,640.

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

7 unchanged sentences

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

Anderson Limited, an accounting firm based in Ontario, Canada and managed by Worksport’s Chief Financial Officer, Michael Johnston,

received $54,767 ($75,000 CAD) based on the 2024 average exchange rate for services rendered within the year ending December 31, 2024.

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

The shares of Series A Preferred Stock collectively

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

Rossi the ability to elect members of our

Board of Directors.

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

construed as a controlling person.

Anderson Limited, an accounting firm based in Ontario, Canada and managed by Worksport’s Chief Financial Officer, Michael

Johnston, received $34,399 ($48,000 CAD) based on the 2025 average exchange rate for services rendered within the fiscal year ended

December 31, 2025.

Company has entered into a consulting agreement with Steven Rossi and 2230164 Ontario Inc., an Ontario corporation owned by Mr.

Steven Rossi, pursuant to which Mr.

Steven Rossi continues to serve

as the Company’s Chief Executive Officer and President through such entity.

Payments under the consulting agreement are made to

the consulting entity owned by Mr.

Steven Rossi and are treated as compensation to Mr.

Steven Rossi for purposes of the Company’s

executive compensation disclosure.

a description of the material terms of the consulting agreement, see “Executive Compensation — Steven Rossi Employment and

Consulting Arrangements.” During the fiscal year ended December 31, 2025, the Company paid aggregate consulting fees of $300,000

to 2230164 Ontario Inc.

pursuant to the consulting agreement.

Rossi, the father of Steven Rossi, the Company’s Chief Executive Officer, serves as the Chief Executive Officer of the Company’s

subsidiary, Terravis Energy.

During the fiscal year ended December 31, 2025, Lorenzo

Rossi received total compensation of approximately $186,000 in connection with his services to Terravis Energy.

Steven Rossi does

not participate in decisions regarding the compensation of his father.

The compensation of Lorenzo Rossi is determined by the Compensation

Committee of the Board of Directors, and Steven Rossi does not participate in decisions regarding such compensation.

Rossi, the Company’s Chief Executive Officer, owns 100 shares of the Company’s Series A Preferred Stock, representing

all of the outstanding shares of Series A Preferred Stock.

Pursuant to the Certificate of Designations governing the Series A

Preferred Stock, the Series A Preferred Stock votes together with the Company’s common stock on all matters submitted to a

vote of stockholders, unless otherwise prohibited by law, and possesses voting power equal to 51% of the aggregate voting power of

the Company’s outstanding voting securities.

As a result, Mr.

Steven Rossi has the ability to control the outcome of matters

submitted to a vote of the Company’s stockholders.

Person Transaction Policy

15 unchanged sentences

but not limited to:

the risks, costs and benefits

the impact on a director’s

independence in the event that the related person is a director, immediate family member of a director or an entity with which a

director is affiliated;

the availability of other

sources for comparable services or products;

the terms available to

or from, as the case may be, unrelated third parties or to or from employees, generally.

risks, costs and benefits to us;

impact on a director’s independence in the event that the related person is a director, immediate family member of a director

or an entity with which a director is affiliated;

availability of other sources for comparable services or products;

terms available to or from, as the case may be, unrelated third parties or to or from employees, generally.

policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee, or other

4 unchanged sentences

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

Our independent auditor billed an aggregate

of $10,000 through December 31, 2024 for professional services rendered for the audit of our 2024 annual financial statements.

fees from both Haynie & Company as well as Lumsden & McCormick, LLP for the year ended December 31, 2023 and only incurred fees

from Lumsden & McCormick, LLP for the year ended December 31, 2024, as discussed below:

Year Ended December 31,

fees from Lumsden & McCormick, LLP for the year ended December 31, 2025 and 2024, as discussed below:

Fiscal Year Ended December 31,

Audit-Related Fees (1)

All Other Fees

Fees incurred in conjunction

with consents for various registration statements filed during years.

Fees incurred in conjunction with consents for various registration statements

filed during 2024;

Included in Audit Fees in 2025.

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

10 unchanged sentences

following documents are filed as part of this Annual Report on Form 10-K:

and Restated Articles of Incorporation of Worksport Ltd.

Filed and Incorporated by Reference Herein:

Exhibit Number:

At the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C.

Wainwright & Co., LLC.

S-3 (333-267696) filed September 30, 2022

Amendment, dated November 14, 2025, to the At the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C.

Wainwright & Co., LLC

S-3 (File No.

333-291582) filed November 14, 2025

Amended and Restated Articles of Incorporation of Worksport Ltd.

filed with the Nevada Secretary of State on May 7, 2021

and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on March 20, 2019

B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020 (8)

to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on

May 7, 2020 (8)

to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split (10)

and Restated Bylaws adopted on March 31, 2021 (8)

of Merger of TMAN Global.com, Inc.

S-1 (File No.

333-256142) filed May 14, 2021

Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on March 20, 2019

S-1 (File No.

333-256142) filed May 14, 2021

Series B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020

S-1 (File No.

333-256142) filed May 14, 2021

Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020

S-1 (File No.

333-256142) filed May 14, 2021

Amendment to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split

1 to Form S-1 (File No.

333-256142) filed July 8, 2021

Certificate of Change to the Articles of Incorporation of Worksport Ltd., filed on March 14, 2025 to effect a 1-for-10 Reverse Stock Split of outstanding and authorized common stock

8-K filed March 21, 2025

Amendment to the Articles of Incorporation effective March 19, 2025

Certificate of Designation of 8% Series C Convertible Preferred Stock

8-K filed June 18, 2025

Amended and Restated Bylaws

8-K, filed October 28, 2021

Articles of Merger of TMAN Global.com, Inc.

and Franchise Holdings International, Inc.

(filed as an exhibit to the Company’s form 10-K

for the fiscal year ended December 31, 2018 filed on May 13, 2019)

of Registrant’s Securities (15)

License Agreement, dated November 26, 2014 (3)

Agreement, dated May 10, 2021, between Worksport Ltd.

and Steven Rossi (7)

2015 Equity Incentive Plan (10)

Agreement, dated April 16, 2021, between Worksport Ltd.

and Majorcon Holdings, Inc.

re 7299 East Danbro Crescent (10)

of Subscription Agreement for 2021 Private Placement (11)

2021 Equity Incentive Plan (15)

2022 Equity Incentive Plan (15)

the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C.

Wainwright & Co., LLC.

Stock Unit award, dated November 11, 2022, to Steven Rossi (13)

Stock Unit award, dated November 11, 2022, to Lorenzo Rossi (13)

Stock award, dated November 11, 2022, to Steven Rossi (13)

dated as of January 30, 2023, between Worksport Ltd.

and Wesley Van de Wiel (15)

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

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

Agreement dated as of May 4, 2022, by and between the Company and Northeast Bank (23)

Agreement dated as of July 23, 2024, by and between the Company and Steven Rossi (18)

Warrant Agent Agreement and Form of Warrant (10)

10-K for the fiscal year ended December 31, 2018 filed May 13, 2019

Form of Representative Warrant

2 to Form S-1 (File No.

333-256142) filed July 16, 2021

Form of Common Stock Purchase Warrant used in 2021 Private Placement

2 to Form S-1 (File No.

333-256142) filed July 16, 2021

Form of Pre-Funded Warrant, dated November 2, 2023

8-K filed November 3, 2023

Filed and Incorporated by Reference Herein:

Exhibit Number:

Form of Warrant, dated November 2, 2023

8-K filed November 3, 2023

Form of Pre-Funded Warrant, dated March 20, 2024

8-K filed March 20, 2024

Form of Warrant, dated March 20, 2024

8-K filed March 20, 2024

Form of Inducement Warrant, dated March 3, 2025

8-K filed February 28, 2025

Form of Inducement Warrant, dated December 12, 2025

8-K filed December 11, 2025

Form of Common Stock Purchase Warrant

8-K filed June 18, 2025

Description of Registrant’s Securities

10-K for the fiscal year ended December 31, 2022 filed March 31, 2023

Patent License Agreement, dated November 26, 2014

8-K filed December 17, 2014

Employment Agreement, dated May 10, 2021, between Worksport Ltd.

and Steven Rossi

8-K filed May 12, 2021

Worksport Ltd.

2015 Equity Incentive Plan

1 to Form S-1 (File No.

333-256142) filed July 8, 2021

Lease Agreement, dated April 16, 2021, between Worksport Ltd.

and Majorcon Holdings, Inc.

re 7299 East Danbro Crescent

1 to Form S-1 (File No.

333-256142) filed July 8, 2021

Worksport Ltd.

2021 Equity Incentive Plan

10-K for the fiscal year ended December 31, 2022 filed March 31, 2023

Worksport Ltd.

2022 Equity Incentive Plan

10-K for the fiscal year ended December 31, 2022 filed March 31, 2023

Performance Stock Unit award, dated November 11, 2022, to Steven Rossi

10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022

Performance Stock Unit award, dated November 11, 2022, to Lorenzo Rossi

10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022

Restricted Stock Award, dated November 11, 2022, to Steven Rossi

10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022

Form of Securities Purchase Agreement, dated October 31, 2023

8-K filed November 3, 2023

Form of Securities Purchase Agreement, dated March 18, 2024

8-K filed March 20, 2024

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

10-K for the fiscal year ended December 31, 2023 filed March 28, 2024

Consulting Agreement dated as of July 23, 2024, by and between the Company and Steven Rossi

8-K filed July 26, 2024

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

8-K filed September 10, 2024

Filed and Incorporated by Reference Herein:

Exhibit Number:

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

8-K filed September 10, 2024

Guaranty dated September 4, 2024 by Worksport Ltd.

8-K filed September 10, 2024

Guaranty dated September 4, 2024 by Worksport New York Operations Limited

8-K filed September 10, 2024

Security Agreement dated September 4, 2024 by Worksport USA Operations Corporation

8-K filed September 10, 2024

Security Agreement dated September 4, 2024 by Worksport Ltd.

8-K filed September 10, 2024

Security Agreement dated September 4, 2024 by Worksport New York Operations Limited.

8-K filed September 10, 2024

Form of Inducement Letter, dated February 27, 2025

8-K filed February 28, 2025

Form of Inducement Letter, dated December 11, 2025

8-K filed December 11, 2025

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.

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.

The Securities Purchase Agreement, dated September 19, 2024 (20)

8-K filed July 25, 2024

Amended, Restated and Consolidated 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.

8-K filed July 25, 2024

Securities Purchase Agreement, dated September 19, 2024

8-K filed September 20, 2024

Stock Purchase Agreement, dated as of November 19, 2024

of Ethics (9)

8-K filed November 21, 2024

Selling Agency Agreement dated as of May 27, 2025, by and between the Company and Digital Offering LLC

8-K filed June 18, 2025

Form of Subscription Agreement

8-K filed June 18, 2025

Code of Ethics

8-K filed July 2, 2021

Insider Trading Policy and Procedures

10-K for the fiscal year ended December 31, 2024 filed March 27, 2025

List of Subsidiaries

of Lumsden & McCormick, LLP

Certification

of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Chief Financial Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

10-K for the fiscal year ended December 31, 2024 filed March 31, 2025

Filed and Incorporated by Reference Herein:

Exhibit Number:

Consent of Lumsden & McCormick, LLP

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer furnished pursuant to 18 U.S.C.

§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Interactive Data Files

XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

Cover Page Interactive Data File.

10-K for the fiscal year ended December 31, 2024 filed March 27, 2025

Instance Document

Schema Document

Calculation Linkbase Document

Definition Linkbase Document

Label Linkbase Document

Presentation Linkbase Document

Page Interactive Data File.

compensatory plan.

2 unchanged sentences

Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.

Filed as an exhibit to

the Company’s Form 10-Q filed April 24, 2009.

Filed as an exhibit to

the Company’s Form 1-A filed on July 15, 2020.

Filed as an exhibit to

the Company’s Form 8-K filed on December 17, 2014.

Filed as an exhibit to

the Company’s Form S-1 filed on July 21, 2015.

Filed as an exhibit to

the Company’s Form 1-A/A filed on September 10, 2020.

Filed as an exhibit to

the Company’s Form 1-A/A filed on September 29, 2020.

Filed as an exhibit to

the Company’s Form 8-K filed on May 12, 2021.

Filed as an exhibit to

the Company’s Registration Statement on Form S-1 filed on May 14, 2021.

Filed as an exhibit to

the Company’s Form 8-K filed July 2, 2021.

Filed as an exhibit to

the Company’s Registration Statement on Form S-1/A filed on July 8, 2021.

Filed as an exhibit to

the Company’s Registration Statement on Form S-1/A filed on July 16, 2021.

as an exhibit to the Company’s Registration Statement on Form S-3 filed on September 30, 2022.

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

Filed as an exhibit to

the Company’s Form 8-K filed November 21, 2022.

Filed as an exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 31, 2023.

Filed as an exhibit to

the Company’s Form 8-K filed on November 3, 2023.

Filed as an exhibit to

the Company’s Form 8-K filed on March 20, 2024.

Filed as an exhibit to the Company’s Form 8-K filed on July 26, 2024.

Filed as an exhibit to the Company’s Form 8-K filed on July 25, 2024.

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

Filed as an exhibit to the Company’s Form 8-K filed on November 21, 2024.

Filed as an exhibit to the Company’s Form 8-K filed on September 7, 2024.

Filed as an exhibit to

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on March 28, 2024.

FORM 10-K SUMMARY.

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

WORKSPORT LTD

March 26, 2026

President, Chief Executive Officer, and Chairman of

the Board of Directors (Principal Executive Officer)

Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

President, Chief Executive

March 27, 2025

Chairman of the Board

of Directors(Principal Executive Officer)

Chief Financial Officer

March 27, 2025

Chief Executive Officer and

of the Board of Directors(Principal Executive Officer)

Michael Johnston

(Principal Financial

Officer and Principal Accounting Officer)

March 27, 2025

Financial Officer

Financial Officer and Principal Accounting Officer)

Lorenzo Rossi

March 27, 2025

Craig Loverock

March 27, 2025

William Caragol

March 27, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures