Form 8-K

8-K — Worksport Ltd

Accession: 0001493152-26-040401

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0001096275

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001096275

2026-08-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): August 27, 2026

Worksport,

LTD

(Exact

Name of Registrant as Specified in its Charter)

Nevada

001-40681

35-2696895

(State

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

2500

N America Dr

West

Seneca, NY 14224

(Address

of principal executive offices)

888-554-8789

(Registrant’s

telephone number, including area code)

N/A

(Former

Name or former address if changed from last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

WKSP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

August 27, 2026, Worksport Ltd., a Nevada corporation (the “Company”), entered into a common stock warrant exercise inducement

offer letter (the “Inducement Letter”) with a certain holder (the “Holder”) of existing warrants to purchase

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $2.90,

issued by the Company to the Holder on December 12, 2025 (the “Existing Warrants” or “December 2025 Warrants”).

Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 3,840,421

shares of Common Stock (the “Warrant Shares”) at a reduced exercise price of $0.60 per share, in consideration for the Company’s

agreement to issue new warrants (the “Inducement Warrants”) having terms as described below, to purchase up to 4,800,526

shares of Common Stock (the “Inducement Warrant Shares”), representing 125% of the number of Warrant Shares exercised. The

Company expects to receive aggregate gross proceeds of approximately $2,304,252.60 from the exercise of the Existing Warrants by the

Holder, before deducting placement agent fees and other offering expenses payable by the Company.

The

Company engaged Maxim Group LLC (“Maxim”) to act as its exclusive financial advisor in connection with the transactions summarized

above and will pay Maxim a cash fee from the gross proceeds received from the exercise of the Existing Warrants.

The

Company expects to use the net proceeds of these transactions for general corporate and working capital purposes. The closing of the

transactions contemplated pursuant to the Inducement Letter is expected to occur on or about August 28, 2026 (the first trading day following

the date of the Inducement Letter) (the “Closing Date”), subject to satisfaction of customary closing conditions.

The

resale of the shares of Common Stock issuable upon exercise of the Existing Warrants is registered pursuant to the existing registration

statement on Form S-3 (File No. 333-292823), declared effective by the Securities and Exchange Commission (the “SEC”) on

January 28, 2026.

The

Company also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible)

covering the resale of the Inducement Warrant Shares issuable upon the exercise of the Inducement Warrants (the “Resale Registration

Statement”) on or before the 40th calendar day following the date of the Inducement Letter, and to use its best efforts to cause

such Resale Registration Statement to become effective within 60 calendar days following the date of the Inducement Letter (or, in the

event of a “full review” by the SEC, the 90th calendar day following the date of the Inducement Letter). In the Inducement

Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement

with the SEC (in each case, subject to certain exceptions) until 60 days after the Closing Date. The Company also agreed not to effect

or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until six (6) months after the Closing Date (subject

to certain exceptions); provided, however, that after sixty (60) days following the Closing Date, the issuance of shares of Common Stock

pursuant to the “at-the-market” program that is in effect as of the date hereof shall not be considered to be a Variable

Rate Transaction.

Inducement

Warrant Terms

Duration

and Exercise Price

Each

Inducement Warrant will have an exercise price equal to $0.60 per share. The Inducement Warrants will be exercisable at any time on or

after the date that is six (6) months from the issuance date (the “Initial Exercise Date”) and will have a term of exercise

of five (5) years from the Initial Exercise Date. The exercise price and number of shares of common stock issuable upon exercise is subject

to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rate distributions, reorganizations,

a Fundamental Transaction (as defined in the Inducement Warrants) or similar events affecting our common stock and the exercise price.

Exercisability

The

Inducement Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed

exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the

case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s

Inducement Warrants to the extent that the holder would own more than 4.99% (or, 9.99% at the election of the holder prior to issuance)

of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to

the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Inducement Warrants

up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise,

as such percentage ownership is determined in accordance with the terms of the Inducement Warrants.

Cashless

Exercise

If,

at the time a holder exercises its Inducement Warrants, a registration statement registering the resale of the Inducement Warrant Shares

by the holder under the Securities Act (as defined herein) is not then effective or available, then in lieu of making the cash payment

otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to

receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set

forth in the Inducement Warrants.

Trading

Market

There

is no established trading market for the Inducement Warrants, and the Company does not expect an active trading market to develop. The

Company does not intend to apply to list the Inducement Warrants on any securities exchange or other trading market. Without a trading

market, the liquidity of the Inducement Warrants will be extremely limited.

Rights

as a Stockholder

Except

as otherwise provided in the Inducement Warrants or by virtue of the holder’s ownership of shares of the Company’s common

stock, such holder of Inducement Warrants does not have the rights or privileges of a holder of the Company’s common stock, including

any voting rights, until such holder exercises such holder’s Inducement Warrants. The Inducement Warrants will provide that the

holders of the Inducement Warrants have the right to participate in distributions or dividends paid on the Company’s shares of

common stock.

Fundamental

Transactions

at any time the Inducement Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions

effects a Fundamental Transaction (as defined in the Inducement Warrants), a holder of Inducement Warrants will be entitled to receive,

upon exercise of the Inducement Warrants, the kind and amount of securities, cash or other property that such holder would have received

had they exercised the Inducement Warrants immediately prior to the Fundamental Transaction. As an alternative, and at the Holder’s

option in the event of a Fundamental Transaction, exercisable at any time concurrently with, or within 30 days after, the consummation

of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable fundamental transaction), the Company

shall purchase the unexercised portion of the Inducement Warrant from the holder by paying to the holder an amount of cash equal to the

Black Scholes Value (as defined in the Inducement Warrant) of the remaining unexercised portion of the Inducement Warrant on the date

of the consummation of such Fundamental Transaction.

Waivers

and Amendments

The

Inducement Warrants may be modified or amended or the provisions of the Inducement Warrants waived with the Company’s and the holder’s

written consent.

The

forms of Inducement Letter and Inducement Warrants are attached as Exhibits 10.1 and 4.1, respectively. The description of the terms

of the Inducement Letter and the Inducement Warrants is not intended to be complete and is qualified in its entirety by reference to

such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only

for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be

subject to limitations agreed upon by the contracting parties.

Item

3.02 Unregistered Sales of Equity Securities.

The

Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”), available under Section 4(a)(2). Neither the issuance of the Inducement Warrants nor the

Inducement Warrant Shares have been registered under the Securities Act and such securities may not be offered or sold in the United

States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description

of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities

of the Company.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Inducement Warrant

10.1

Form of Inducement Letter

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

WORKSPORT

LTD.

Date:

August 27, 2026

By:

/s/

Steven Rossi

Name:

Steven

Rossi

Title:

Chief

Executive Officer

(Principal

Executive Officer)

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

WORKSPORT

LTD.

Warrant

Shares: [●]

Issue

Date: August [●], 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after [●], 20271 (the “Initial Exercise Date”), and on or prior to 5:00

p.m. (New York City time) on the fifth anniversary of the of the Initial Exercise Date (the “Termination Date”), provided

that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Worksport Ltd., a Nevada corporation (the “Company”), up to

___________________ ([●]) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s

Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in

Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or other

day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Insert six month anniversary date of the Issue Date.

“Letter

Agreement” means that certain letter agreement between the initial Holder hereof and the Company, dated as of August 27, 2026,

pursuant to which such initial Holder agreed to exercise one or more warrants to purchase shares of Common Stock and the Company agreed

to issue to the initial Holder this Warrant.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary”

means any subsidiary of the Company required to be listed pursuant to Item 601(b)(21) of Regulation S-K.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock

Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means Vstock Transfer, LLC, the current transfer agent of the Company and any successor transfer agent of the Company.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the

date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a

portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[ ], subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,

either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of

the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of

the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading

hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of

“regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered

pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or

book-entry statement, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading

Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement

Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share

Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the

Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000

of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees

to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of

Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99%/9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares

of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise

of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the

extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance

for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer

or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to

sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of

the outstanding Common Stock or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or

indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock

or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,

cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme

of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding

shares of Common Stock or more than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the

date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder

an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s

control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company

or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised

portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental

Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following

such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant

based on the Black -Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of

consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility

or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day

annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental

Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the

Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation

of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section

3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer

of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election

and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction

in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company

under this Warrant and the Letter Agreement in accordance with the provisions of this Section 3(d) pursuant to written agreements in

form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”

under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of

this Warrant and the Letter Agreement referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the

Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume

all of the obligations of the Company prior thereto under this Warrant and the Letter Agreement with the same effect as if the Company

and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt,

the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the

Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or

substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled

to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant

and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably

satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to

receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash

settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company

willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the

Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable

attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder, including,

without limitation, any Notice of Exercise, shall be in writing and delivered personally, by digital submission, or sent by a nationally

recognized overnight courier service, addressed to the Company, at 2500 N America Drive, West Seneca, NY 14224, Attention: Steven Rossi,

Chief Executive Officer and President, email address: srossi@worksport.com, or such other email address or address as the Company may

specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed

to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication

or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the

next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth

in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

(2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual

receipt by the party to whom such notice is required to be given.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all the terms and conditions

contained herein.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

WORKSPORT

LTD.

By:

Steven

Rossi

Chief

Executive Officer and President

EXHIBIT

NOTICE

OF EXERCISE

TO:

WORKSPORT LTD.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Email:

Dated:

Holder’s

Signature:

Holder’s

Address:

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit 10.1

WORKSPORT

LTD.

2500

N America Dr.

West

Seneca, New York 14224

August

27, 2026

Holder

of Worksport December 2025 Warrants

Re:

Inducement

Offer to Exercise Common Stock Purchase Warrants

Dear

Holder:

Worksport

Ltd. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar

terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share

(the “Common Stock”) in consideration for you exercising (i) all of the Common Stock purchase warrants issued by the

Company to the Holder on December 12, 2025 (the “Existing Warrants”) at the Reduced Exercise Price (as defined below),

as set forth on the signature page hereto.

The

shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) have been registered pursuant to an

effective registration statement on Form S-3 (File No. 333-292823), which will remain available for the issuance of the underlying shares

upon exercise of Existing Warrants pursuant to this letter agreement. Capitalized terms not otherwise defined herein shall have the meanings

set forth in the New Warrants (as defined herein).

The

Company desires to reduce the Exercise Price (as defined in the Existing Warrants) of the Existing Warrants to $[ ] per share

(the “Reduced Exercise Price”). In consideration for the exercise in full for cash of all of the Existing Warrants

held by the Holder at the Reduced Exercise Price as set forth on the Holder’s signature page hereto (the “Warrant Exercise”)

on or before the Execution Time (as defined below), the Company hereby offers to issue you new unregistered Common Stock purchase warrants

(the “New Warrants”) pursuant to Section 4(a)(2) of the Securities Act to purchase a number of shares (the “New

Warrant Shares”) of Common Stock equal to 125% of the number of Warrant Shares issued pursuant to the Warrant Exercise

hereunder, which New Warrants shall have an exercise price per share equal to $[ ], subject to adjustment as provided in the New

Warrants, and will have a term of exercise of five (5) years from the initial exercise date, which New Warrants shall be substantially

in the form ascribed to them in Exhibit A-1 hereto.

The

New Warrant certificate(s) will be delivered at Closing (as defined below), and such New Warrants, together with any underlying shares

of Common Stock issued upon exercise of the New Warrants, will, unless and until their sales are registered under the Securities Act,

contain customary restrictive legends and other language typical for an unregistered warrant and unregistered shares. Notwithstanding

anything herein to the contrary, in the event that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership

limitations (“Beneficial Ownership Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable

and at the Holder’s election, 9.99%), the Company shall only issue such number of Existing Warrant Shares to the Holder that would

not cause the Holder to exceed the maximum number of Warrant Shares permitted thereunder, as directed by the Holder, with the balance

to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations,

which abeyance shall be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including the cash payment

in full of the exercise price), and exercised pursuant to a Notice of Exercise in the Existing Warrants (provided no additional exercise

price shall be due and payable). The parties hereby agree that the Beneficial Ownership Limitation for purposes of the Existing Warrants

is set forth on the Holder’s signature page hereto.

Expressly

subject to the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter agreement below,

with such acceptance constituting Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set forth

on the Holder’s signature page hereto (the “Warrant Exercise Price”) on or before 2:00 p.m., Eastern Time,

on August 27, 2026 (the “Execution Time”).

Additionally,

the Company agrees to the representations, warranties and covenants set forth on Annex A attached hereto. Holder represents and

warrants that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited

investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and agrees that the New Warrants will contain

restrictive legends when issued, and neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants

will be registered under the Securities Act, except as provided in Annex A attached hereto. Also, Holder represents and warrants

that it is acquiring the New Warrants as principal for its own account and has no direct or indirect arrangement or understandings with

any other persons to distribute or regarding the distribution of the New Warrants or the New Warrant Shares (this representation is not

limiting Holder’s right to sell the New Warrant Shares pursuant to an effective registration statement under the Securities Act

or otherwise in compliance with applicable federal and state securities laws).

The

Holder understands that issuance of the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities

Act, or the securities laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend

substantially similar to the following:

“THE

OFFER AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

Certificates

evidencing the New Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement

covering the resale of such New Warrant Shares is effective under the Securities Act, (ii) following any sale of such New Warrant Shares

pursuant to Rule 144 under the Securities Act, (iii) if such New Warrant Shares are eligible for sale under Rule 144 (assuming cashless

exercise of the New Warrants), without the requirement for the Company to be in compliance with the current public information required

under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions, (iv) if such New Warrant Shares may be

sold under Rule 144 (assuming cashless exercise of the New Warrants) and the Company is then in compliance with the current public information

required under Rule 144 as to such New Warrant Shares, or (v) if such legend is not required under applicable requirements of the Securities

Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”)

and the earliest of clauses (i) through (v), the “Delegend Date”)). The Company shall cause its counsel to issue a

legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the

removal of the legend hereunder, or at the request of the Holder, which opinion shall be in form and substance reasonably acceptable

to the Holder. From and after the Delegend Date, such New Warrant Shares shall be issued free of all legends. The Company agrees that

following the Delegend Date or at such time as such legend is no longer required under this Section, it will, no later than two (2) Trading

Day following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing the New Warrant Shares issued

with a restrictive legend (such second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered

to the Holder a certificate representing such shares that is free from all restrictive and other legends or, at the request of the Holder

shall credit the account of the Holder’s prime broker with the Depository Trust Company System as directed by the Holder.

addition to the Holder’s other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages

and not as a penalty, for each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares

are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading

Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate

is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the

Legend Removal Date a certificate representing the New Warrant Shares that is free from all restrictive and other legends and (b) if

after the Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in

satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of

Common Stock equal to all or any portion of the number of shares of Common Stock that the Holder anticipated receiving from the Company

without any restrictive legend, then, an amount equal to the excess of the Holder’s total purchase price (including brokerage commissions

and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket

expenses, if any) over the product of (A) such number of New Warrant Shares that the Company was required to deliver to the Holder by

the Legend Removal Date and for which the Holder was required to purchase shares to timely satisfy delivery requirements, multiplied

by (B) the weighted average price at which the Holder sold that number of shares of Common Stock.

this offer is accepted and the transaction documents are executed by the Execution Time, then as promptly as possible following the Execution

Time, but in any event no later than 9:30 a.m., Eastern Time, on Trading Day after the date hereof, the Company shall file a Current

Report on Form 8-K with the Commission disclosing all material terms of the transactions contemplated hereunder, including the filing

with the Commission of this letter agreement as an exhibit thereto within the time required by the Exchange Act. From and after the filing

of such Form 8-K, the Company represents to you that it shall have publicly disclosed all material, non-public information delivered

to you by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated

hereunder. In addition, effective upon the filing of such Form 8-K, the Company acknowledges and agrees that any and all confidentiality

or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate.

The Company represents, warrants and covenants that, upon acceptance of this offer, the Warrant Shares shall be issued at Closing free

of any legends or restrictions on resale by Holder.

later than the first (1st) Trading Day following the date of the public disclosure of the transactions hereunder, the closing (“Closing”)

shall occur at such location as the parties shall mutually agree. Unless otherwise directed by Maxim Group LLC (the “Placement

Agent”), settlement of the Warrant Shares shall occur via “Delivery Versus Payment” (“DVP”)

(i.e., on the Closing Date (as defined below), the Company shall issue the Warrant Shares registered in the Holder’s name and address

provided to the Company in writing and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by

the Holder; upon receipt of such Warrant Shares, the Placement Agent shall promptly electronically deliver such Warrant Shares to the

Holder, and payment therefor shall concurrently be made to the Company by the Placement Agent (or its clearing firm) by wire transfer

to the Company). The date of the Closing of the Warrant Exercise shall be referred to as the “Closing Date.”

The

Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Existing

Warrant Shares. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regards

to conflicts of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby.

[Signature

page follows]

WORKSPORT

LTD.

By:

Steven

Rossi

Chief

Executive Officer and President

[Signature

Page to Worksport Ltd. Inducement Letter]

HOLDER

SIGNATURE PAGE

Accepted

and Agreed to:

Name

of Holder: _________________________________________________

Signature

of Authorized Signatory of Holder: _________________________________________________

Name

of Authorized Signatory: _________________________________________________

Title

of Authorized Signatory: _________________________________________________

Number

of December 2025 Warrants: _________________________________________________

Aggregate

Warrant Exercise Price at the Reduced Exercise Price being exercised contemporaneously with signing this letter agreement: _________________________________________________

Current

Beneficial Ownership Blockers:

●

December

2025 Warrants: [ ] 4.99% or [ ] 9.99%

New

Warrants Beneficial Ownership Blocker: [ ] 4.99% or [ ] 9.99%

DTC

Instructions: _________________________________________________

[Signature

Page to Worksport Ltd. Inducement Letter]

Annex

Representations,

Warranties and Covenants of the Company

The

Company hereby makes the following representations and warranties to the Holder:

SEC

Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such

shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits

thereto and documents incorporated by reference therein “SEC Reports”). As of their respective dates, the SEC

Reports complied in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading except as otherwise noted

in a subsequent SEC Report. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.

Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this letter agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this letter agreement

by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary

action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in

connection herewith other than the Stockholder Approval, if applicable. This letter agreement has been duly executed by the Company

and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,

insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,

(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)

insofar as indemnification and contribution provisions may be limited by applicable law.

Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company

of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate

or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default

(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims,

security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give

to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,

any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material

understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court

or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which

any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not

have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations, condition

(financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations

under this letter agreement.

Registration

Obligations. The Company shall prepare and file with the Commission a registration statement on Form S-3 providing for the resale

of the New Warrant Shares by the holders of the New Warrants (the “Resale Registration Statement”) under the Securities

Act on or before the 40th calendar day following the date hereof (the “Filing Date”). The Company shall

use best efforts to cause the Resale Registration Statement to become effective within 60 calendar days following the date hereof

(or, in the event of a “full review” by the Commission, the 90th calendar day following the date hereof hereof) (the

“Effectiveness Date”) and to keep the Resale Registration Statement effective at all times until no holder of

the New Warrants owns any New Warrants or New Warrant Shares. In the event that the Resale Registration Statement is not (i) filed

by the Filing Date or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights

the holders of New Warrants may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date (each such date

being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale

Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration

Statement is filed or declared effective, the Company shall pay to each holder of New Warrants an amount in cash, as partial liquidated

damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate exercise price of the New Warrants held by

each holder of the New Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within

seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount

that is permitted to be paid by applicable law) to the holders of the New Warrants, accruing daily from the date such partial liquidated

damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to

the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Resale Registration Statement being

filed or declared effective, as the case may be.

Trading

Market. The transactions contemplated under this letter agreement comply with all the rules and regulations of The Nasdaq Capital

Market.

Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice

to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person

in connection with the execution, delivery and performance by the Company of this letter agreement, other than: (i) the filings required

pursuant to this letter agreement; (ii) application(s) or notice to each applicable Trading Market for the listing of the New Warrants

and New Warrant Shares for trading thereon in the time and manner required thereby, and (iii) the filing of form D with the Commission

and such filings as are required to be made under applicable state securities laws.

Listing

of Common Stock. The Company agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will

then include in such application all of the New Warrant Shares, and will take such other action as is necessary to cause all of the

New Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action

reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects

with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees

to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established

clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established

clearing corporation in connection with such electronic transfer.

Subsequent

Equity Sales

(i)

From

the date hereof until sixty (60) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by this Agreement.

Notwithstanding the foregoing, this Section (h)(i) shall not apply in respect of an Exempt Issuance. “Exempt Issuance”

means the issuance of (a) shares of Common Stock or options or other equity awards to employees, officers, consultants, members of

its scientific advisory board or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by

a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors

established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion

of any securities of the Company issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares

of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date of

this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of

such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities

issued pursuant to acquisitions or strategic transactions approved by a majority of the non-employee members of the Board of Directors,

provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration

rights that require the filing of any registration statement in connection therewith during the prohibition period in Section (h)(i)

herein and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through

its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall

provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the

Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in

securities, (d) any securities pursuant to transactions that qualify as “exempt issuances” that are as defined and permitted

pursuant to any currently outstanding agreements of the Company, and (e) any securities issued in connection with any Regulation

A offering. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,

joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of

any kind, for purposes of this Section (h)(i).

(ii)

From

the date hereof until six (6) months following the Closing Date, the Company shall be prohibited from effecting or entering into

an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which

the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include

the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after

the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being

reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent

events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects

a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities

at a future determined price; provided, however, that, after sixty (60) days following the Closing Date, the issuance

of shares of Common Stock pursuant to the “at-the-market” program that is in effect as of the date hereof shall not be

deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any

such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section shall

not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

Form

D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the New Warrants and New Warrant

Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take

such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the New Warrants

and New Warrant Shares for, sale to the Holder at Closing under applicable securities or “Blue Sky” laws of the states

of the United States, and shall provide evidence of such actions promptly upon request of any Holder.

Exhibit

A-1

Form

of new warrant

(See

attached)

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.1

Cover

Aug. 27, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 27, 2026

Entity File Number

001-40681

Entity Registrant Name

Worksport,

LTD

Entity Central Index Key

0001096275

Entity Tax Identification Number

35-2696895

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2500

N America Dr

Entity Address, City or Town

West

Seneca

Entity Address, State or Province

Entity Address, Postal Zip Code

14224

City Area Code

888

Local Phone Number

554-8789

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Trading Symbol

WKSP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration