What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-28 · 446 added, 417 removed, 613 unchanged (58% of the section changed)

17 unchanged sentences

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, 2023, 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, 2024, the end of the period covered by

this Annual Report on Form 10-K.

Report on Internal Control over Financial Reporting.

27 unchanged sentences

material weaknesses described above.

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

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

and procedures.

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:

in IT systems to enhance our operational and financial reporting and internal controls.

the organizational structure to support financial reporting processes and internal controls.

guidance, education and training to employees relating to our accounting policies and procedures.

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

policies and critical accounting estimates.

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

and reliable.

expect to remediate these material weaknesses in 2024.

However, we may discover additional material weaknesses that may require additional

time and resources to remediate.

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.

However, we may discover additional material

weaknesses that may require additional time and resources to remediate.

Report on Internal Control over Financial Reporting.

6 unchanged sentences

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

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

3 unchanged sentences

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

Rossi founded Worksport Ontario, a wholly owned operating entity of the Company, in 2011.

Steven Rossi has over two decades

of business experience.

Prior to founding Worksport, he founded two automotive based companies in 2005 and 2006, respectively, and managed

and grew their respective operations for several years.

Since founding Worksport Ontario in 2011, Mr.

Rossi has been granted numerous

patents across the United States and Canada.

He has assigned all patents exclusively to Worksport.

Rossi attended the University

of Toronto from 2005 to 2007, majoring in Life Science, pausing his post-secondary education to begin his career as an entrepreneur,

visionary, and founder.

Through his prior experiences, Steven 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.

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.

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

25 unchanged sentences

strategic initiatives, optimizing performance, and enhancing shareholder value.

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

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

Loverock has also served as

15 unchanged sentences

the Board’s committees.

Caragol was appointed a director June 30, 2021.

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

since July of 2021.

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

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 April 2023.

Caragol has also been Managing Director of

Quidem LLC, a corporate advisory firm.

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

MYNZ) since July of

Since November 2021, Mr.

Caragol has also served as the Chief Operating Officer of Iron Horse Acquisitions Corp.

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.

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

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.

Siegel was appointed a director June 30, 2021.

26 unchanged sentences

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

Medical Glove Company,

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

Siegel received a B.A.

7 unchanged sentences

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

Thomas DiNanno

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

52 unchanged sentences

similar functions.

One of our investor webpages, investors.worksport.com/leadership-and-governance , displays a current copy of

the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

One of our investor webpages, https://investors.worksport.com/#reports , displays a current copy of the Code

and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

Trading Policy

27 unchanged sentences

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

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

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.

We have a standing Compensation Committee.

5 unchanged sentences

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

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.

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.

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

3 unchanged sentences

We have a standing Nominating and Corporate Governance Committee.

Craig Loverock,

William Caragol and Ned L.

Craig Loverock, William

Caragol and Ned L.

Siegel serve as members of the Nominating and Corporate Governance.

Siegel serves as the

Nominating and Corporate Governance Committee Chairman.

have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the

Nominating and Corporate Governance Committee, including to:

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.

Siegel serves as the Nominating and Corporate

Governance Committee Chairman.

have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating

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.

of the Board of Directors

our fiscal year ended December 31, 2024, 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

6 unchanged sentences

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

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

following summary compensation table sets forth all compensation awarded to, earned by, or paid during

the years ended December 31, 2023 and 2022 in all capacities for our “named executive officers” which include:

(i) all individuals

serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level;

our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed

fiscal year and whose total compensation for the last fiscal year exceeded $100,000;

and (iii) up to two additional individuals for whom

disclosure would have been provided under (ii), except that the individual was not serving as an executive officer of the company at the

end of the last completed fiscal year.

following summary compensation table sets forth all compensation awarded to, earned by, or paid during the years ended December 31, 2024

and 2023 in all capacities for our “named executive officers” which include:

(i) all individuals serving as our principal

executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation

(ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of

the last completed fiscal year and whose total compensation for the last fiscal year exceeded $100,000;

and (iii) up to two additional

individuals for whom disclosure would have been provided under (ii), except that the individual was not serving as an executive officer

of the company at the end of the last completed fiscal year.

Compensation Table

Name and Position

Fiscal Year Ended December 31,

Stock Awards ($)

Stock Options ($)

Steven Rossi, Chief Executive Officer,

Steven Rossi, Chief Executive

Officer, President

1,067,227 (3)

4,978,572 (3)

Steven Rossi’s gross salary in 2023 was $304,569.57 ($411,000.10 CAD), and he received $69,214.30 ($93,400.94 CAD) in vacation

He additionally received contributions towards health, dental, and vision coverage equaling $454.90 ($613.86 CAD) in the same

The payments were made in CAD, of which was converted to USD using the 2023 average exchange rate of 0.741045.

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.

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.

On July 21, 2023, we granted Steven Rossi 50,000 NQSO stock options with a strike price of $3.61 to be vested 50% one

year from grant date and 50% two years from grant date.

On October 31, 2023, we granted Steven Rossi 1,500,000 ISO Stock Options with

a strike price of $1.44 to be vested upon completion of revenue milestones.

Steven Rossi accrued $23,745 ($32,160 CAD) in unused vacation during 2022, which was paid out to Steven Rossi during 2023.

salary in 2022 was $298,943 ($404,888 CAD), and he received contributions towards health, dental, and vision coverage equaling $979 ($1,326

CAD) in the same year.

The payments were made in CAD, which was converted to USD using the exchange rate of 0.738334 at December 31,

On November 11, 2022, we granted Steven Rossi 1,600,000 restricted stock units that vest in equal installments of 200,000

pursuant to the completion of eight milestones.

For one of these 200,000 installments, Steven Rossi has the opportunity to earn the greater

of 200,000 restricted shares or the number of restricted shares equal to 3% of the value of a material accretive acquisition.

at the grant date based upon the probable outcome of such conditions for the 1,600,000 restricted stock units was $3,040,000.

1, 2023, this award was cancelled, and in consideration for this and his service to the corporation Steven Rossi was granted a non-qualified

stock option to purchase up to an aggregate of two million (2,000,000) shares of common stock of the Corporation.

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

term of the Employment Agreement commenced on May 10, 2021 (the “Effective Date”) and continues until the fifth (5 th )

anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the Employment Agreement;

that, on such fifth (5 th ) anniversary of the Effective Date and each third annual anniversary thereafter (such date and each

annual anniversary thereof, a “Renewal Date”), the Employment Agreement will be automatically renewed, upon the same terms

and conditions, for successive periods of three (3) years (each, a “Renewal Term”), unless either party provides written

notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

Rossi’s annual base salary will be $300,000 (“Base Salary”), and Mr.

Rossi shall be entitled to an annual bonus (“Bonus”)

equal to 50% of his Base Salary, provided that certain performance goals are met.

The performance goals will be established on an annual

basis by the Compensation Committee of the Board of Directors of the Company.

Employment Agreement may be terminated by the Company with or without “Cause” (as defined below) or by the Executive with

or without “Good Reason” (as defined below).

term “Cause” includes discharge by Company on account of the occurrence of one or more of the following events:

continued refusal or failure to perform (other than by reason of Disability) Executive’s material duties and responsibilities

to the Company;

material breach of the Employment Agreement;

intentional and material breach of the Confidential Information, Assignment of Intellectual Property or Restricted Activities sections

of the Employment Agreement;

grossly negligent or unlawful misconduct by Executive which causes material harm to the Company or its reputation;

conduct engaged in that is materially detrimental to the business or reputation of the Company;

Company is directed in writing by regulatory or governmental authorities to terminate the employment of Executive or Executive engages

in activities that (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental

authorities that have a material adverse effect on the Company;

conviction, plea of guilty, or plea of nolo contendere by Executive, of or with respect to a criminal offense which is a felony or

other crime involving dishonesty, disloyalty, fraud, embezzlement, theft or similar action(s) (including, without limitation, acceptance

of bribes, kickbacks or self-dealing), or the material breach of Executive’s fiduciary duties with respect to the Company.

term “Good Reason” generally includes a reduction in the Base Salary, a reduction in job title, position or responsibility,

a material breach by the Company of the Employment Agreement, or a material relocation in worksite.

the event the Employment Agreement is terminated by the Company other than for Cause or by Mr.

Rossi for Good Reason, Mr.

receive an amount equal to his Base Salary at the rate in effect as of the date immediately preceding such termination until the earlier

of (i) the expiration date of the Term or (ii) the first anniversary of the date of termination;

provided that if the date of termination

is after the first anniversary of the Effective Date, Mr.

Rossi will receive the Base Salary and accrued benefits for 18 months following

the effective date of termination.

Rossi shall also be entitled to receive earned but not paid Bonuses and any pro rata portion of

the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance

determined under the terms of the Bonus as then in effect for such year, and expenses incurred through the date of termination and any

other benefits accrued but not paid.

Notwithstanding the foregoing, Mr.

Rossi’s right to receive any unearned compensation is conditioned

Rossi’s execution and delivery to the Company a general release of claims.

the date of termination for Good Reason is after the end of a calendar year but prior to such time as Mr.

Rossi’s Bonus, if any,

is paid, then Mr.

Rossi will receive a Bonus as determined by the Compensation Committee prorated for the time of employment during such

year of termination.

Rossi has the right under the Employment Agreement to terminate his employment for other than Good Reason upon 30 days’ written

notice to the Company.

Rossi terminates the Employment Agreement for other than Good Reason, Mr.

Rossi will receive an amount

equal to his base salary, earned but not paid plus expenses incurred through the date of termination and any other benefits accrued but

a Change in Control (as defined below) occurs and Mr.

Rossi’s employment is terminated by the Company for any reason other than

Cause or disability or Mr.

Rossi terminates for Good Reason, Mr.

Rossi will receive a non-prorated severance equal to two times his Base

Salary and Bonus for the year of termination and all vested and accrued benefits up to the date of termination.

Rossi holds any

non-vested option awards at the date of termination in connection with a Change in Control, all options not vested will vest and become

exercisable until the earlier of three (3) years following termination or the expiration of the options as granted.

any restricted securities at the date of termination in connection with a Change in Control, all restrictions will lapse, and all such

securities will be unrestricted, vested and immediately payable.

Rossi’s performance-based goals will also be deemed

met in connection with termination by Change in Control in calculating bonus and other awards.

term “Change in Control” generally means a transaction that occurs whereby more than 50% of the Company’s voting power

is acquired by a third party, the consummation involving the Company of a merger, consolidation, reorganization or business combination

or the sale of substantially all of the Company’s assets to a third party.

to the clawback provisions of the Employment Agreement, any amounts payable under the Employment Agreement are subject to any policy

(whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts

that were paid to Mr.

The Company will make any determination for clawback or recovery in its sole discretion and in accordance

with any applicable law or regulation.

Employment Agreement provides that the Company shall indemnify Mr.

Rossi to the fullest extent permitted by law for all amounts (including,

without limitation, judgments, fines, settlement payments, expenses and reasonable out-of-pocket attorneys’ fees) incurred or paid

by Executive in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding,

arising out of or relating to the performance by Executive of services for, or the acting by Executive as a director, officer or Executive

of, the Company or any subsidiary of the Company.

addition to the foregoing, pursuant to the terms of the Employment Agreement, Mr.

Rossi amended the Company’s Series A Preferred

Stock Certificate of Designation to eliminate his right to convert his Series A Preferred Stock into 51% of the outstanding Common Stock

of the Company.

In consideration for Mr.

Rossi agreeing to terminate his conversion rights, the Company issued Mr.

Rossi an aggregate

of 1,717,535 unregistered shares of Common Stock.

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.

10 unchanged sentences

82,500(1)(2)(3)(4)

August 6, 2021, we granted Steven Rossi an incentive stock option to purchase 100,000 shares of common stock for $5.50 per share

under the Worksport Ltd.

282,500(2)(3)(4)

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.

Equity Incentive Plan.

The option vests 100% on the grant date.

The expiration date of the option is

August 6, 2026.

July 21, 2023, we granted Steven Rossi a non-qualified stock option to purchase 50,000 shares of common stock for $3.61 per share

under the Worksport Ltd.

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 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.

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.

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.

May 1, 2023, we granted Steven Rossi a non-qualified stock option to purchase 2,000,000 shares

of common stock for $1.74 per share.

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 $2.00 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.

October 31, 2023, we granted Steven Rossi an incentive stock option to purchase 1,500,000 shares of common stock for $1.44 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.

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

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.

Incentive Plans

22 unchanged sentences

The Board reserved 125,000 shares of common stock issuable upon the grant of awards under the 2021 Plan.

As of December 31, 2023, 15,000 shares of common stock were available under the 2021 Plan.

of December 31, 2024, 1,500 shares of common stock were available under the 2021 Plan.

Equity Incentive Plan

11 unchanged sentences

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

A total of 750,000 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.

of December 31, 2023, 967,791 shares of common stock were available under the 2022 Plan.

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.

The number of shares of common stock authorized under the 2022 Plan as of January 1, 2025 was 525,185.

189 unchanged sentences

Lorenzo Rossi

Payments were made in CAD and converted to USD per the exchange rate as of the date of each bill, of which include $11,456.51, $11,382.77,

$11,366.40, and $11,542.10 on March 31, 2023, July 1, 2023, October 1, 2023, and December 31, 2023, respectively.

Lorenzo Rossi’s gross salary in 2023 was $236,921.13 ($319,712.20 CAD), and he received $33,903.28 ($45,750.63 CAD) in vacation

He additionally received contributions towards health, dental, and vision coverage equaling $902.78 ($1,218.25 CAD) in the same

The payments were made in CAD, of which was converted to USD using the 2023 average exchange rate of 0.741045.

(3) During the year ended December 31, 2023, each of the three independent

directors were granted 120,000 and 7,500 shares of common stock issuable upon the exercise of vested options at a price of $1.66 and $3.61

per share until January 30, 2033 and July 21, 2028, respectively.

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.

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

5 unchanged sentences

gross misconduct that contributed to the need for a financial restatement.

Policies and Practices

for Granting Certain Equity Awards

Our policies and practices

regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the

integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to

executives and other eligible employees.

The timing of equity

award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established

performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting

of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and

to ensure the competitiveness of our compensation packages.

In determining the

timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that

such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures

to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal

counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not

influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate

governance and continue to serve the best interests of the Company and its shareholders.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

5 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 27, 2024.

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.

Name and Address of Beneficial Owner (1)

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned (2)

Directors and Executive Officers:

Steven Rossi —CEO, President, and Chairman

2,592,539 (3)

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)

and Executive Officers:

Steven Rossi —CEO, President,

Michael Johnston —CFO

7 unchanged sentences

Based on 4,795,521 shares of common stock outstanding as of March 27, 2025.

Includes 100,000 shares of common stock issuable upon the exercise of vested options at a price of $5.5 per share until August 6, 2021.

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 3,500,000 of issuable stock upon the completion of milestones deemed

unlikely to be completed in the near future.

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)

15,000 shares of common stock issuable upon the exercise of vested options at a price of $5.50 per share until July 23, 2026,

(iii) 20,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2026

and (iv) 40,000 shares of common stock issuable upon the exercise of vested options at a price of $1.66 per share until January 30, 2033.

Includes (i) 15,000 shares of restricted shares of common stock granted on September 6, 2021 and that vested on January 1, 2022, (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)

20,000 shares of common stock issuable upon the exercise of vested options at a price of $2.51 per share until December 29, 2026 and

(iv) 40,000 shares of common stock issuable upon the exercise of vested options at a price of $1.66 per share until January 30, 2033.

Includes (i) 15,000 shares of restricted shares of common stock granted on September 6, 2021 and that vested on January 1, 2022, (ii)

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.