Worksport Ltd
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
| Exhibit No.: | Description: | |
| 3.1 | Amended and Restated Articles of Incorporation of Worksport Ltd. filed with the Nevada Secretary of State on May 7, 2021 (8) | |
| 3.1.1 | Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on March 20, 2019 (8) | |
| 3.1.2 | Series B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020 (8) | |
| 3.1.3 | Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020 (8) | |
| 3.1.4 | Amendment to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split (10) | |
| 3.2 | Amended and Restated Bylaws adopted on March 31, 2021 (8) | |
| 3.3 | Articles of Merger of TMAN Global.com, Inc. and Franchise Holdings International, Inc. (filed as an exhibit to the Company’s form 10-K for the fiscal year ended December 31, 2018 filed on May 13, 2019) | |
| 4.1 | Description of Registrant’s Securities (15) | |
| 4.2 | Form of Warrant Agent Agreement and Form of Warrant (10) | |
| 4.3 | Form of Representative Warrant (11) | |
| 4.4 | Form of Common Stock Purchase Warrant used in 2021 Private Placement (11) | |
| 4.5 | Form of Pre-Funded Warrant, dated November 2, 2023 (16) | |
| 4.6 | Form of Warrant, dated November 2, 2023 (16) | |
| 4.7 | Form of Pre-Funded Warrant, dated March 20, 2024 (17) | |
| 4.8 | Form of Warrant, dated March 20, 2024 (17) | |
| 10.1 | Broker-Dealer Agreement, dated September 15, 2020, between Worksport Ltd. and Dalmore Group, LLC (6) | |
| 10.2 | Patent License Agreement, dated November 26, 2014 (3) | |
| 10.3 | Corporate Advisory Services Agreement between Worksport Ltd. and Belair Capital Partners, Inc., dated May 1, 2014 (3) | |
| 10.4 | Shipping Agreement with Federal Express (Fedex) dated September 26, 2014 (3) | |
| 10.5 | Shipping Agreement with United Parcel Service (UPS) dated March 31, 2014 (3) | |
| 10.6 | Warehousing and Shipping with JBF Express dated July 24, 2013 (3) | |
| 10.7 | Continuous Importation Bond with Globe Express Services (3) | |
| 10.8 | Business Services Agreement, between 1369781 and Worksport Ltd, dated July 1, 2015 (4) | |
| 10.9 | Business Services Agreement, between 2224342 and Worksport Ltd, dated July 23, 2015 (4) | |
| 10.10 | Services Agreement, between Marchese and Worksport Ltd., dated July 3, 2015 (4) | |
| 10.11 | Services Agreement, between JAAM and Worksport Ltd, dated July 15, 2015 (4) | |
| 10.12 | Software as a Service Agreement, dated September 16, 2020, between Worksport Ltd. and Novation Solutions Inc. (o/a DealMaker) (6) | |
| 10.14† | Employment Agreement, dated May 10, 2021, between Worksport Ltd. and Steven Rossi (7) | |
| 10.15† | Worksport Ltd. 2015 Equity Incentive Plan (10) | |
| 10.16 | Lease Agreement, dated April 16, 2021, between Worksport Ltd. and Majorcon Holdings, Inc. re 7299 East Danbro Crescent (10) | |
| 10.17 | Lease Agreement, dated April 30, 2018, between Worksport Ltd. and N.H.D. Developments Limited re 41 Courtland Avenue (10) | |
| 10.18 | Form of Subscription Agreement for 2021 Private Placement (11) | |
| 10.19† | Worksport Ltd. 2015 Equity Incentive Plan (10) | |
| 10.20† | Worksport Ltd. 2021 Equity Incentive Plan (15) | |
| 10.21† | Worksport Ltd. 2022 Equity Incentive Plan (15) | |
| 10.22 | At the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C. Wainwright & Co., LLC. (12) | |
| 10.23† | Performance Stock Unit award, dated November 11, 2022, to Steven Rossi (13) | |
| 10.24† | Performance Stock Unit award, dated November 11, 2022, to Lorenzo Rossi (13) | |
| 10.25† | Restricted Stock award, dated November 11, 2022, to Steven Rossi (13) | |
| 10.26 | Agreement dated as of January 30, 2023, between Worksport Ltd. and Wesley Van de Wiel. (15) | |
| 10.27 | Form of Securities Purchase Agreement, dated October 31, 2023 (16) | |
| 10.28 | Form of Securities Purchase Agreement, dated March 18, 2024 (17) | |
| 10.29* | Loan Agreement dated as of May 4, 2022, by and between the Company and Northeast Bank | |
| 14.1 | Code of Ethics (9) | |
| 19.1* | Insider Trading Policy and Procedures | |
| 21.1* | List of Subsidiaries | |
| 23.1* | Consent of Lumsden & McCormick, LLP | |
| 31.1* | Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97.1* | Clawback Policy | |
| 101 | Interactive Data Files | * |
| 101.INS | XBRL Instance Document | * |
| 101.SCH | XBRL Schema Document | * |
| 101.CAL | XBRL Calculation Linkbase Document | * |
| 101.DEF | XBRL Definition Linkbase Document | * |
| 101.LAB | XBRL Label Linkbase Document | * |
| 101.PRE | XBRL Presentation Linkbase Document | * |
| 104 | Cover Page Interactive Data File. |
†Management compensatory plan.
*Filed herewith.
**Furnished herewith and not to be incorporated by reference into any filing of Worksport Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.
| (1) | Filed as an exhibit to the Company’s Form 10-Q filed April 24, 2009. |
| (2) | Filed as an exhibit to the Company’s Form 1-A filed on July 15, 2020. |
| (3) | Filed as an exhibit to the Company’s Form 8-K filed on December 17, 2014. |
| (4) | Filed as an exhibit to the Company’s Form S-1 filed on July 21, 2015. |
| (5) | Filed as an exhibit to the Company’s Form 1-A/A filed on September 10, 2020. |
| (6) | Filed as an exhibit to the Company’s Form 1-A/A filed on September 29, 2020. |
| (7) | Filed as an exhibit to the Company’s Form 8-K filed on May 12, 2021. |
| (8) | Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed on May 14, 2021. |
| (9) | Filed as an exhibit to the Company’s Form 8-K filed July 2, 2021. |
| (10) | Filed as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 8, 2021. |
| (11) | Filed as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 16, 2021. |
| (12) | Filed as an exhibit to the Company’s Registration Statement on Form S-3 filed on September 30, 2022. |
| (13) | Filed as an exhibit to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022. |
| (14) | Filed as an exhibit to the Company’s Form 8-K filed November 21, 2022. |
| (15) | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 31, 2023. |
| (16) | Filed as an exhibit to the Company’s Form 8-K filed on November 3, 2023. |
| (17) | Filed as an exhibit to the Company’s Form 8-K filed on March 20, 2024. |
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