What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-27 compared with 2024-03-28 · 435 added, 427 removed, 125 unchanged (87% of the section changed)

Worksport 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

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).

subsidiary, TerraVis Energy, is poised to revolutionize the local and global markets for efficient home and commercial heat pumps through

its groundbreaking TerraVis Energy Aetherlux.

This prototype heat pump, currently under rigorous development, showcases exceptional early

test results that underscore its remarkable efficiency in heating and cooling across both extreme hot and cold climates.

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

In December 2014, FNHI acquired 100% of the outstanding equity of Worksport Ltd., an Ontario corporation formed in 2011 (“Worksport

Ontario”), pursuant to which Worksport Ontario became a wholly-owned subsidiary of FNHI.

In May 2020, FNHI changed its name to

Worksport Ltd.

May 21, 2021, the Board of Directors (“Board”) authorized the submission of a Certificate of Change/Amendment to the Nevada

Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1-for-20 for the purpose

of increasing the per share price for the Company’s stock in an effort to meet the minimum listing requirements of The Nasdaq Stock

Market LLC (“Nasdaq”).

The Certificate of Change was submitted to the Nevada Secretary of State on May 21, 2021, and the

Financial Industry Regulatory Authority (“FINRA”) corporate action was announced on August 3, 2021.

FINRA declared the 1-for-20

reverse stock split effective on August 4, 2021.

(“Terravis”) was incorporated in the State of Colorado on May 24, 2021.

On August 20, 2021, the Company was issued

100 shares of common stock at par value of $0.0001 per share.

On January 20, 2022, Terravis issued an additional 9,999,900 shares of

Common Stock to Worksport Ltd.

at a par value of $0.0001.

On November 4, 2022, Steven Rossi was issued 1,000 shares of Series A Preferred

Stock of Terravis at par value of $0.0001, representing 100% of the authorized Series A Preferred Stock, in consideration for services

The shares of Series A Preferred Stock vote together with the common stock of Terravis, unless prohibited by law, and have

51% voting power, regardless of how many shares of Series A Preferred Stock are outstanding.

USA Operations Corporation was incorporated in the State of Colorado on March 23, 2022.

On March 23, 2022, the Company was issued 1,000

shares of common stock at par value of $0.0001 per share, representing 100% of the outstanding equity of Worksport USA Operations Corporation.

New York Operations Corporation was incorporated in the State of New York on March 31, 2022.

On April 1, 2022, the Company was issued

10,000 shares of common stock at par value of $0.0001 per share, representing 100% of the outstanding equity of Worksport New York Operations

Worksport Acquisition

Corporation was incorporated in the State of Delaware on December 28, 2021.

On January 1, 2022, the Company was issued 1,000 shares of

common stock at par value of $0.0001 per share, representing 100% of the outstanding equity of Worksport Acquisition Corporation.

August 8, 2023, this corporation was dissolved due to lack of operations and activity.

Worksport USA Holding

Corporation was incorporated in the State of Colorado on March 11, 2022.

On March 11, 2022, the Company was issued 1,000 shares of common

stock at par value of $0.0001 per share, representing 100% of the outstanding equity of Worksport USA Holding Corporation.

2023, this corporation was dissolved due to lack of operations and activity.

2021 Public Offering;

Nasdaq Uplisting

August 6, 2021, we consummated a firm commitment underwritten public offering (the “Public Offering”) of an aggregate of

3,272,727 units pursuant to a registration statement on Form S-1, as amended (File No.

333-256142), and related registration

statement on Form S-1 filed pursuant Rule 462(b) (File No:

333-258429) under the Securities Act.

The Public Offering price was $5.50 per unit, and each unit

consisted of one share of common stock and one warrant (“Public Warrant”) to purchase one share of common stock for

$6.05 per share (110% of the unit offering price) from the date of issuance until the third anniversary of the issuance date.

received gross proceeds of approximately $18.0 million from the Public Offering, and after deducting the underwriting commissions,

discounts, and offering expenses payable by us, we received net proceeds of approximately $16.1 million.

We used the net proceeds

for working capital, research & development, marketing, and equipment.

connection with the Public Offering, our common stock and Public Warrant commenced trading on The Nasdaq Capital Market under the symbols

“WKSP” and “WKSPW,” respectively, since August 4, 2021.

Prior to the uplisting, our common stock was quoted on

the OTCQB Marketplace under the symbol “WKSP.”

2022 At-The-Market Sales Agreement

September 30, 2022, the Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC on October

13, 2022 (“Form S-3 Registration Statement”), allowing the Company to issue up to $30,000,000 of

common stock and prospectus supplement covering the offering, issuance and sale of up to $ 13,000,000 of

common stock that may be issued and sold under an At The Market Offering Agreement dated September 30, 2022 (“ATM Agreement”),

Wainwright & Co., LLC, as the sales agent (“HCW”).

Pursuant to the ATM Agreement, HCW is entitled to a commission

equal to 3.0 % of the gross sales price of the shares of common stock sold.

As of December

30, 2023, the Company has sold and issued 604,048 shares of common stock in consideration for net proceeds of $ 812,551 under

the ATM Agreement.

2023 Registered Direct Offering and Concurrent Private Offering

On November 2, 2023, we raised roughly $4.7 million from a registered direct

offering and concurrent private placement before deducting the placement agent’s fees and other estimated offering expenses payable by

The registered direct offering entailed the sale of 3,500,000 shares of common stock (or pre-funded warrants to purchase

shares of common stock in lieu thereof) to a single institutional investor.

The concurrent private placement entailed the issuance and

sale of warrants to purchase up to 7,000,000 shares of common stock to the same institutional investor.

The combined effective offering

price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant was $1.34.

The warrants will become

exercisable six months from issuance, expire five and a half years from the issuance date and have an exercise price of $1.34 per share.

The shares of common stock (or pre-funded warrants in lieu thereof) were offered by the Company pursuant to the Company’s Form S-3

Registration Statement.

The warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants

were offered in a private placement under Section 4(a)(2) and/or Rule 506 of Regulation D.

The 7,000,000 shares of common stock underlying

the warrants were registered for resale by the institutional investor on a registration statement on Form S-1 (File No.

333-276241) filed

with the SEC on December 22, 2023 and declared effective by the SEC on December 29, 2023.

If at 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.”

March 2024 Direct Offering

and Concurrent Private Offering

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

investor (the “Purchaser”) pursuant to which we sold, in a registered direct offering, an aggregate of (i) 2,372,240 shares

(the “Shares”) of common stock and (ii) 1,477,892 pre-funded warrants (the “Pre-funded Warrants”) to purchase

up to 1,477,892 shares of Common Stock (the “Pre-funded Warrant Shares”).

The offering price per Share was $0.74 and the offering

price per Pre-funded Warrant was $0.7399.

Pre-funded Warrants and Pre-funded Warrants Shares were offered pursuant to our Form S-3 Registration 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 the

Company, including the tail fees payable to Maxim Group LLC.

The Company intends to use the net proceeds from the offering for general

corporate purposes, including working capital.

In a concurrent private placement, we issued the Purchaser warrants to purchase an aggregate of 7,700,264

shares of common stock for $0.74 per share.

warrants, we are obligated to register the shares underlying the warrants on a registration statement on Form S-3 (or other applicable

If at 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

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:

August 2023, we announced the successful dispatch of our first shipment of hard-folding tonneau covers, which are made in the U.S.

with domestic and imported components.

This major development follows our initiating manufacturing earlier that month and aligns

with recent sizable orders, notably a $700,000 order for soft-folding covers and a staggering $1,600,000 order for hard-folding covers,

both from a national U.S.

customer and reseller of automotive aftermarket accessories.

September 2023, we announced that we had found a top-tier solar panel provider for our highly anticipated SOLIS Solar Tonneau Cover.

We believe that this provider, renowned for its state-of-the-art solar panels and underlying technology, will help us set a new standard

in renewable energy tech for vehicles and provide the most durable and highest quality flexible solar panels.

September 2023, we announced significant strides in the development of our groundbreaking COR battery system, designed to complement

the launch of the SOLIS solar cover.

This cutting-edge duo is poised to empower remote power supply and extend the driving range

of electric pickup trucks, thereby underscoring our commitment to sustainability and innovation as a cleantech company.

September 19, 2023, we announced that we had secured a long-term supply agreement with an established, leading automotive aftermarket

reseller in the United States.

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.

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

KULR), focused on advancing battery

technology and strengthening domestic manufacturing, including, without limitation, joint battery pack development, thermal runaway

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.

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:

2 unchanged sentences

and power density.

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

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

This strategic alliance is expected to make Worksport’s

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

have developed a series of soft and hard folding tonneau covers as well as energy products.

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

Tonneau Covers.

Additional information describing the comparative segment revenues, operating profits and related financial information

for 2024 and 2023 are provided in Note 18 – Segment Reporting, of Part III Item 8, Financial Statements and Supplementary Data,

of this report.

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.

Tonneau Covers

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

Enhanced versions of our vinyl tri- and quad-fold soft tonneau covers are now available for purchase and marketed under a “Pro”

These upgraded versions 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.

Tri-fold 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

As the market’s only soft vinyl flip up cover that can be either folded against the truck’s rear window or secured

like a traditional cover to avoid obstruction of the rear window, Worksport’s full bed access quad-fold soft cover when folded parallel

to the back window of the truck while avoiding obstruction of the rear brake light on most truck models.

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 SC3 PRO –soft tri-fold with Quick Latch system introduced in 2012;

Worksport SC4 – soft quad-fold introduced in 2022;

Worksport SC4 PRO –soft quad-fold with Quick Latch system to be introduced in 2023.

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

Worksport SCX – soft tri-fold with extendable frame.

Tonneau Covers

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

Our entire line of hard folding tonneau covers is manufactured in the USA and include our Quick Latch technology to allow single-sided

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.

Our Tough Cover (TC) line will be purchasable with or without a rail system add-on, which provides enhanced utility

and enhanced weather-resistance/sealing.

hard tonneau cover line, all of which is in development, includes:

Worksport TC3 – premium top-mounted hard tri-fold;

Worksport TC4 – premium top-mounted hard fold with full truck bed access;

Worksport AL3 – top-mounted hard tri-fold;

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

We are researching and developing various energy-based products, two of

which are standalone items - the Worksport SOLIS tonneau cover (“SOLIS”) and the Worksport COR energy storage system (“COR”)

- which can be sold together along with a Maximum Power Point Tracking (MPPT) system.

This kit will be available for both end-consumers

and Original Vehicle Manufactures alike.

This kit integrates tonneau cover, solar energy capture, and portable energy storage technologies

to convert pickup trucks to mobile microgrid power stations – allowing Worksport to compete within niche markets in each the automotive

aftermarket accessory, solar energy, and portable power station markets.

The MPPT within this kit may be sold alongside the SOLIS as a

paired offering, as we have designed a version of our MPPT with a lower voltage input to be used with generic solar panels with lower

voltage ratings than our COR energy storage system.

SOLIS, a tonneau cover with integrated solar panels, is a unique, folding tonneau cover design founded on our top-mounted tough cover

design but with the addition of cutting edge, monocrystalline, semi-flexible solar panels and wiring system.

These solar panels are secured

to aluminum alloy panels both mechanically and using specialized adhesives, which ensure the covers are extremely strong, durable, and

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 electric pickup truck

manufacturers, including but not limited to Workhorse, Rivian, and Tesla as well as Toyota, Stellantis, General Motors, Ford, Nissan,

Fisker, and Honda.

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.

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

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

specific 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 sun light 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

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 on the go.

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.

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

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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.

Manufacturing

of December 31, 2023, all Worksport soft tonneau covers were manufactured in a facility located in Meizhou, China according to Worksport’s

specifications, schematics and blueprints.

We also began exploring and setting up production capabilities for additional soft covers

at a second outsourced manufacturing facility located in Foshan, China.

The newer facility in Foshan, China will have an output capacity

two times greater than that of the manufacturing facility in Meizhou, China.

We believe we will be able to scale production at this newer

facility without sacrificing quality or craftsmanship.

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 USA.

within the U.S..

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

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expensive or difficult .

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

Seneca, New York.

We have received, installed, and tested all manufacturing equipment as well as trained all personnel necessary for

phase one production.

Management believes that having manufacturing capability in North America will increase quality control and production

efficiency, as well as lower landed costs and geopolitical risks.

In August of 2023,

we began early production of our first hard folding tonneau cover, the Worksport AL3 Pro.

We have continued to develop, improve, and

evolve our production methods and standards.

As of March 2024, we have begun consistent production of the AL3 Pro with high repeatably

and stable production quality.

The AL3 Pro tonneau cover model is in active production for most major makes and models of light trucks

in North America.

manufacturing engineering team is continuing to develop rigs and fixtures to increase the efficiency of our manufacturing process in

order to scale existing manufacturing lines before investing in additional lines and personnel, and we will continue to allocate resources

towards improving manufacturing efficiency and product quality on an on-going basis.

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.

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skills, technical competence and marketing abilities of our personnel.

of December 31, 2023, our patent portfolio consists of ten (10) issued U.S.

utility patents, three (3) issued Canadian utility patents,

and thirty-two (32) pending utility patent applications in various jurisdictions worldwide.

Our portfolio further includes seven (7)

design registrations in Europe and China, along with forty-five (45) 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.

utility patents will expire between 2032 and 2040, excluding any patent term adjustment that might be available following the grant

of the patent.

If issued, pending utility patent applications would expire 20 years from the filing date of each application, excluding

the filing date of any provisional applications and excluding any patent term adjustment that might be available following the grant

of the patent.

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.

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

portable power station markets.

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

and retailer and dealer sales channels.

Some forms of tonneau cover include but are not limited to:

One Piece Caps and Lids;

Folding & Roll-Up Covers;

Folding & Standing Covers

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.

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.

tonneau cover revenue stream is largely proportional to sales of pickup trucks.

As of late 2022, there were 284.9 million vehicles in

operation in the USA 1 , roughly 21%, or 59.5 million, of which were pickup trucks.

2 However, as a result of recent

supply chain shortages, heightened interest rates, high prices, and slowing sales, it may take until 2025 for new-vehicle sales to return

to pre-pandemic levels.

1 While new vehicle sales have decreased, we are well-positioned to capitalize on new vehicle sales;

we offer tonneau covers for each of the 10 most popular makes/models by projected 2022-2029 sales (including, for example, the Ford F-Series,

RAM Pickups, and Chevrolet Silverado), as well as the top 10 most accessorized pickup truck makes/models projected in 2022-2029.

Within North America, the pickup truck market is expected to grow from $120 billion in 2022 to $160 billion by 2030, representing

a compound annual growth rate of 5.9% in 2023-2030.

3 Within this market, pickup trucks are most popular within the southern

region of the United States 2 , and the two largest state markets for pickup trucks are by far Texas and California.

Globally, the pickup truck market is expected to grow at a compound annual growth rate of 5.01% between 2023 and 2028, representing a

$102.91 billion increase.

These mainly include but are not limited to :

solid one-piece caps and lids;

retractable covers;

soft folding & roll-up covers;

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.

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.

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

pickup truck market share each year through 2035;

the electric pickup truck submarket within North America is estimated to grow from $16.66 billion in 2024 to $64.65 billion in 2029,

representing a compound annual growth rate of 31.15%.

5 However, a large headwind acting against this trend is that pickup

trucks tend to be more popular in areas with less-developed charging infrastructure 2 – a headwind that the SOLIS cover

directly addresses and positions us favorably for possible partnerships and deals with electric pickup truck manufacturers.

the electric pickup truck market is expected to grow at a compound annual growth rate of 31.15% between 2024 and 2029 within North America.

However, a large headwind acting against this trend is that pickup trucks tend to be more popular in areas with less-developed

charging infrastructure 3 – a headwind that the SOLIS cover directly addresses and positions us favorably for possible

partnerships and deals with electric pickup truck manufacturers.

Specialty Equipment Aftermarket provides more specific insight into how often and for what reasons vehicle owners or renters are purchasing

accessories for their vehicles.

Despite crossover utility vehicles being the most common vehicle type on the road in the USA 1 ,

pickup trucks are the largest market by sales within the USA for specialty equipment – constituting 31% of this market 2 ,

which translated to $16 billion in sales during 2021.

2 This market is expected to grow from $51.80 billion in 2022 to $58.28

billion by 2026.

6 Within this pickup truck accessory market, 34% of accessories are truck bed & utility modifications 2 ,

which is the submarket in which we operate.

Truck bed covers are among the top product categories for aftermarket accessory purchases

in 2021 2 , and the size of the tonneau cover market within the USA is expected to grow at a compound annual growth rate of

8.6% from $3 billion in 2021 to $5 billion in 2027.

discretionary consumer goods, the specialty automotive part market is subject to consumer spending trends.

Per capita disposable income

fell 7.8% during 2022 as government stimulus ended, though it has since increased by 4.6%.

8 Further, the Bureau of Labor has

reported an increased unemployment rate in February 2024 relative to prior months 9 , and the Federal Reserve has projected

unemployment rates may increase in 2024 and 2025.

10 Together, these factors suggest consumer disposable income and unemployment

will need to be carefully monitored in order to accurately forecast the automotive aftermarket accessories’ market potential year-to-year.

purchase automotive aftermarket accessories, as well as tonneau covers, specifically, for various reasons.

According to recent reports,

97%, 92%, 80%, and 62% of pickup truck owners use their trucks for utility/work, travel/vacation, outdoor recreation, and off-road uses,

respectively.

2 Of those pickup truck owners who have purchased accessories for their trucks, 93%, 86%, 68%, and 43% of them

use their pickup trucks for day trips, carrying tools/gear, light off-roading, and car camping, respectively.

2 Pickup truck

owners who use their vehicles for outdoor recreation, work, or off-roading are much more likely to purchase accessories when compared

to those who use their vehicles for other purposes.

2 Worksport’s tonneau covers largely benefit truck owners using their

vehicles for any of these aforementioned purposes, and the SOLIS cover provides additional utility for those utilizing their trucks for

utility/work, outdoor recreation, and car camping, in particular.

of truck bed covers occur across several channels, among those including but not limited to part manufacturers, specialty retailers and

online retailers.

For physical location sales, the most popular sales channels for truck bed covers include New Vehicle Dealerships and

Specialty Retailers/Installers, which constituted 17% and 14% of physical location sales, respectively, in 2023.

sales, the most popular sales channels for truck bed covers include Online Only General Retailer, Specialty Retailers/Installers, and

Direct from Parts Manufacturers, which constituted 22%, 19%, and 8% of online sales, respectively, in 2023.

6 In the Fall of

2022, it was reported that more than half of manufacturers within the specialty-equipment industry were realizing increasing sales through

their Direct Sales to Consumers online sales channel over the prior twelve months – a proportion greater than that of any other

online sales channel for specialty-equipment including Online Specialty Retailers, Online-Only Retailers, and Auto Parts Chains.

Worksport has begun selling in this sales channel and plans to invest further into doing so in the future.

Pickup trucks are the largest market by sales within the U.S.

for specialty equipment – constituting

32% of the specialty equipment market 6 .

Within this pickup truck accessory market, 34% of accessories are truck bed &

utility modifications, 3 which is the submarket in which we operate.

Truck bed covers were among the top product categories

for aftermarket accessory purchases in 2021, 3 and the size of the tonneau cover market within the U.S., which was estimated

to be $2.56 billion in 2024, is expected to grow at a compound annual growth rate of 7.1% from between 2025 and 2030.

Future Trends Report .

Retrieved from www.sema.org

Best-selling pickup trucks in the United States in 2024 .

Retrieved from https://www.statista.com/statistics/204473/best-selling-trucks-in-the-united-states-from-january-to-october-2011/

Pickup Accessorization Report .

Retrieved from www.sema.org

Global Pickup Truck Market Size, Share, Growth Analysis, By Truck Type (Small Size Pickup Truck, Mid-Size Pickup

Truck), By Propulsion Type (Diesel Pickup Truck, Gasoline Pickup Truck) - Industry Forecast 2023-2030 .

Retrieved from https://www.skyquestt.com/report/pickup-truck-market

GlobalNewswire.

Global Pickup Truck Market Poised for Growth, Set to Expand by USD 102.91 Billion with CAGR of 5.01% from 2023-2028 .

Retrieved from https://www.globenewswire.com/en/news-release/2024/01/26/2818014/28124/en/Global-Pickup-Truck-Market-Poised-for-Growth-Set-to-Expand-by-USD-102-91-Billion-with-CAGR-of-5-01-from-2023-2028.html

Pickup Truck Market in the US 2025-2029 .

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.

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Retrieved from www.sema.org

Tonneau Covers Market - Industry Outlook & Forecast 2022-2027 .

Retrieved from https://www.arizton.com/market-reports/us-tonneau-covers-market

Per Capita Disposable Income .

Retrieved from https://www.ibisworld.com/us/bed/per-capita-disposable-income/33/#:~ :text=Following%20the%20ending%20of%20government,when%20it%20may%20potentially%20hit.

of Labor Statistics.

The Employment Situation – February 2024 .

Retrieved from https://www.bls.gov/news.release/pdf/empsit.pdf

Reserve Board.

Summary of Economic Projections .

Retrieved from https://www.federalreserve.gov/monetarypolicy/files/fomcprojtabl20231213.pdf.

State of the Industry Report 2022 Fall .

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.

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

looks to maximize market share by manufacturing industry-leading products at competitive margins as well as by exploring horizontal and

vertical integration opportunities.

Power Station Market

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These portable power stations are often charged by the grid via home outlets

or independent of the grid via consumers’ vehicles or solar panels.

Portable Power Station Market is large and growing.

At a compound annual growth rate of 3.90% between 2023 and 2032, the global Portable

Power Station market size is currently valued at $4.49 billion and is expected to grow to $6.13 billion by 2032.

1 Within this

global market, the largest regional market is the North American market with the USA alone constituting $1.28 billion of the current

market share and having a compound annual growth rate of 3.8%.

1 The segments within the North American market with the largest

market share and highest compound annual growth rates are power stations utilizing lithium-ion batteries and those used for off-grid

power applications, 2 which matches the COR system’s battery type as well as intended usage.

Power stations with capacities

equal to or greater than 1500 Wh trail slightly behind batteries with capacities equal to or less than 500 Wh in both market size and

compound annual growth rate.

or independent of the grid via external power sources – often solar panels.

global Portable Power Station Market is large and growing with a compound annual growth rate of 5.39% between 2024 and 2032.

The segments within the North American market that have the largest market share are power stations utilizing lithium-ion batteries and

those used for off-grid power applications, 1 which match the COR system’s battery type as well as intended usage.

paired with the SOLIS cover, the COR energy storage system will be a market outlier in that it can be charged safely while mobile whereas

competing portable power stations are intended to be stationary during charging.

Portable Power Station Market .

Retrieved from https://www.precedenceresearch.com/portable-power-station-market

Research Future.

Global Portable Power Station Market Research Report.

distribute our tonneau covers in Canada and the United States through an expanding network of wholesalers, private labels, distributors,

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

Distribution via each

aforementioned channel is expected to increase during 2024.

We have pursued and will continue to pursue relationships with Original Equipment

Manufacturers with the intention of distributing through them as well.

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,

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the existing market share.

In order to execute on this, we have a small and effective sales team to forge strong business-to-business

relationships as well as a small and effective customer support team to service both business-to-business and direct-to-consumer sales.

Selling above MAP (Minimum Advertised Price) and enforcing this policy will allow business customers to sell without competing with us

and, in return, support the growth of the distribution base.

Our innovative covers are designed to serve purposes that no other tonneau

cover is currently capable of, some of which are specifically geared towards improving margins for distributors.

Further, the SOLIS cover’s

inclusion of solar panels may be particularly attractive to electric pickup truck original equipment manufacturers, paving the path towards

an original equipment manufacturer relationship that may be lucrative beyond standard tonneau cover partnerships.

To execute on this, we have a small and effective sales team to forge strong business-to-business relationships

as well as a small and effective customer support team to service both business-to-business and direct-to-consumer sales.

Selling above

MAP (Minimum Advertised Price) and enforcing this policy will allow business customers to sell without competing with us and, in return,

support the growth of the distribution base.

We also plan to work alongside distributors as our relationships develop – utilizing

aggressive phone, mail and email campaigns in our distributors’ coverage areas to help grow our shared consumer bases and show

commitment to our B2B customers.

Our innovative covers are designed to serve purposes that no other tonneau cover is currently capable

of, some of which are specifically geared towards improving margins for distributors.

Further, the SOLIS cover’s inclusion of solar

panels may be particularly attractive to electric pickup truck original equipment manufacturers, paving the path towards an original

equipment manufacturer relationship that may be lucrative beyond standard tonneau cover partnerships.

Power Station Competitors

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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 as to target a specific or niche

intend to be competitive in this space by focusing on one Portable Power Station 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

overtime based on their evolving needs.

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

of Components

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

We believe that we can source materials needed for soft

and hard tonneau cover production from other suppliers without major delay should any preferred supplier no longer be suitable.

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 USA, China, Romania, Spain, Turkey, and Canada.

We are further diversifying our supply chain of tonneau

cover components by developing relationships with suppliers based in countries, including but not limited to Malaysia, Hungary, Czech

Republic, Estonia, Latvia, Slovakia, Bulgaria, Vietnam, Thailand, Poland, Finland, Italy, and Lithuania.

For our COR and SOLIS components,

we are establishing relationships with suppliers based in countries, including but not limited to the USA, Canada, China, Germany, Romania,

Turkey, Philippines, and India.

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.

1 unchanged sentence

invest in research and development activities on an ongoing basis;

We are actively acquiring new engineering and design assets, both

in-house and third-party.

Our design engineers are based in both Canada and 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

Our electrical engineers are based in Canada and work heavily on sourcing solar panels with features suitable for the Company’s

SOLIS cover, as determined through deep product research and testing.

Concurrently, the electrical engineering department continues to

research and develop more size- and cost-effective methods of portable energy storage in order to offer the market a competitive portable

energy storage system with distinguishable and unique product features.

subsidiary, Terravis Energy, Inc., researches green energy solutions for home and community power as well as Electric Vehicle DC charging

and heat-pump technology.

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.

Programs, Incentives and Regulations

4 unchanged sentences

have applied for and been granted tax, mortgage, wage, and energy cost relief in New York in addition to wage cost and R&D cost relief

These programs are provided by several agencies including the Erie County Industrial Development Agency, Empire State

Development, NY Power Authority, and The Canada Revenue Agency.

These programs are provided by several agencies including the Erie County Industrial Development Agency, Empire State Development,

NY Power Authority, and The Canada Revenue Agency.

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

1 unchanged sentence

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 U.S.

and international regulations that govern transport of “dangerous goods,”

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.

8 unchanged sentences

Costs of environmental regulatory compliance are not expected to be significant.

employ twenty full-time employees and two part-time employees in Canada and further employ fifty full-time employees in the USA.

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

We rely on few

independent contractors for additional labor and are very selective in our use of consultants.

are an equal opportunity employer committed to inclusion and diversity and to providing a workplace free of harassment or discrimination.

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.

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

10 unchanged sentences

Team members are encouraged to come to their managers with questions, feedback or concerns.

are committed to protecting our team members everywhere we operate and, as such, support employees with general safety trainings.

are committed to protecting our team members everywhere we operate and, as such, supporting employees with general safety training.

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

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to

Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S.

Securities and Exchange Commission (the “SEC”).

Such reports and other information filed by us with the SEC are available

free of charge at investors.worksport.com/stock-information when such reports are available on the SEC’s website.

We periodically

provide certain information for investors on our corporate website, worksport.com , and our investor relations website, investors.worksport.com .

This includes press releases and other information about financial performance, information on environmental, social and governance matters,

and details related to our annual meeting of shareholders.

The information contained on the websites referenced in this Annual Report

on Form 10-K is not incorporated by reference into this filing.

Further, our references to website URLs are intended to be inactive textual

references only.

principal corporate office and manufacturing, storage, and distribution facility is located at 2500 N.

America Dr., West Seneca, NY 14224,

USA while our secondary business address and Canadian research and development (“R&D”) facility is located at 55G East

Beaver Creek Rd., Richmond Hill, Ontario, L4B 1E5, Canada.

We additionally have a US-based R&D facility located at 5232 N.

Ozark, MO 65721.

main telephone number is (888) 554-8789.

Our main website is www.worksport.com .

The contents of our website are not incorporated by reference into this Annual Report on Form 10-K.

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.

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