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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended: March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-40681

Worksport Ltd.

(Exact Name of Small Business Issuer as specified in its charter)

Nevada		35-2696895
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2500 N America Dr, West Seneca, NY		14224
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (888) 554-8789

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 Stock		WKSP		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 13, 2026, the Registrant had 12,531,540 shares of common stock, par value $0.001 per share, issued and outstanding.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as at March 31, 2026 (Unaudited) and December 31, 2025	3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (Unaudited)	4
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	5
Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2026 and 2025 (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements (Unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	27

Item 4. Controls and Procedures	27

PART II OTHER INFORMATION

Item 1. Legal Proceedings	28

Item 1A. Risk Factors	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3. Defaults Upon Senior Securities	29

Item 4. Mine Safety Disclosures	29

Item 5. Other Information	29

Item 6. Exhibits	30

SIGNATURES	31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	566,583		$	5,945,894
Accounts receivable, net		480,212			503,971
Other receivable		290,298			278,027
Inventory (Note 3)		11,622,889			9,530,671
Prepaid expenses and other (Note 6)		510,219			530,861
Total current assets		13,470,201			16,789,424
Investments		67,033			67,033
Property and equipment, net (Note 4)		13,340,898			12,688,488
Operating lease right-of-use assets (Note 11)		244,857			272,598
Intangible assets, net (Note 5)		757,812			896,531
Total assets	$	27,880,801		$	30,714,074
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,843,212		$	3,107,085
Accrued liabilities and other		1,019,465			1,400,730
Accrued compensation		380,825			420,210
Long-term debt, current portion (Note 12)		2,531,178			1,686,809
Lease liability, current portion (Note 11)		115,980			113,012
Total current liabilities		6,890,660			6,727,846
Lease liability, excluding current portion (Note 11)		128,877			159,526
Long-term debt, excluding current portion (Note 12)		884,256			950,481
Total liabilities		7,903,793			7,837,853

Shareholders’ equity
Series A, B and Series C preferred stock, $0.001 par value, 10,000,000 shares authorized, 100 Series A, 0 Series B, and 427,612 and 427,812 Series C issued and outstanding, respectively (Note 7)		428			428
Series A, B and Series C Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 100 Series A, 0 Series B, and 427,614 and 427,812 Series C issued and outstanding, respectively (Note 7)		428			428
Common stock, $0.001 par value, 45,000,000 shares authorized, 11,925,471 and 9,814,665 shares issued and outstanding, respectively (Note 7)		11,925			9,814
Additional paid-in capital		107,537,779			101,357,686
Share subscriptions receivable		(1,577	)		(55,684	)
Share subscriptions payable		2,166,063			5,446,347
Accumulated deficit		(89,729,030	)		(83,873,790	)
Cumulative translation adjustment		(8,580	)		(8,580	)
Total shareholders’ equity		19,977,008			22,876,221
Total liabilities and shareholders’ equity	$	27,880,801		$	30,714,074

See accompanying Notes to Condensed Consolidated Financial Statements which form an integral part of the Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	2026			2025
	Three Months ended March 31,
	2026			2025

Net sales	$	3,312,800		$	2,240,005
Cost of sales		2,458,854			1,843,784
Gross profit		853,946			396,221

Operating expenses
Research and development		205,333			369,601
General and administrative		4,239,154			3,414,822
Sales and marketing		2,155,867			869,749
(Gain) loss on foreign exchange		(2,231	)		(1,645	)
Total operating expenses		6,598,123			4,652,527
Loss from operations		(5,744,177	)		(4,256,306	)

Other income (expense)
Interest expense		(92,383	)		(195,438	)
Other		8,038			(8,720	)
Total other income (expense)		(84,345	)		(204,158	)

Net loss	$	(5,828,522	)	$	(4,460,464	)

Loss per share (basic and diluted) (Note 13)	$	(0.54	)	$	(1.05	)
Weighted average number of shares (basic and diluted)		10,778,204			4,262,474

See accompanying Notes to Condensed Consolidated Financial Statements which form an integral part of the Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

	Shares			Amount		Shares		Amount		Capital		Receivable			Payable			Deficit			Adjustment			(Deficit)
	Preferred Stock					Common Stock				Additional Paid-in		Share Subscriptions			Share Subscription			Accumulated			Cumulative Translation			Total Stockholders’
	Shares			Amount		Shares		Amount		Capital		Receivable			Payable			Deficit			Adjustment			Equity
Balance at January 1, 2025		100		$	-		4,016,205	$	4,016	$	79,781,674	$	(1,577	)	$	2,115,064		$	(64,476,966	)	$	(8,580	)	$	17,413,631
Issuance for services and subscriptions payable		-			-		1,033		1		579,445		-			22,170			-			-			601,616
Shares issued (Note 7)		-			-		22,725		22		185,852		-			-			-			-			185,874
Warrant exercise (Note 14)		-			-		755,558		756		3,579,763		-			2,804,321			-			-			6,384,840
Net loss		-			-		-		-		-		-			-			(4,460,464	)		-			(4,460,464	)
Balance at March 31, 2025		100		$	-		4,795,521	$	4,795	$	84,126,734	$	(1,577	)	$	4,941,555		$	(68,937,430	)	$	(8,580	)	$	20,125,497

Balance at January 1, 2026		427,912		$	428		9,814,665	$	9,814	$	101,357,686	$	(55,684	)	$	5,446,347		$	(83,873,790	)	$	(8,580	)	$	22,876,221
Balance		427,912		$	428		9,814,665	$	9,814	$	101,357,686	$	(55,684	)	$	5,446,347		$	(83,873,790	)	$	(8,580	)	$	22,876,221
Issuance for services and subscriptions payable		-			-		-		-		712,822		-			34,868			-			-			747,690
Shares issued (Note 7)		-			-		1,468,606		1,469		2,152,761		-			-			-			-			2,154,230
Shares issued (Note 14)		-			-		642,000		642		3,314,510		-			(3,315,152	)		-			-			-
Proceeds from escrow pursuant to Reg-A		-			-		-		-		-		54,107			-			-			-			54,107
Series C preferred stock conversions		(200	)		-		200		-		-		-			-			-			-			-
Dividends payable to Series C Preferred shareholders (Note 7)		-			-		-		-		-		-			-			(26,718	)		-			(26,718	)
Net loss		-			-		-		-		-		-			-			(5,828,522	)		-			(5,828,522	)
Balance at March 31, 2026		427,712		$	428		11,925,471	$	11,925	$	107,537,779	$	(1,577	)	$	2,166,063		$	(89,729,030	)	$	(8,580	)	$	19,977,008
Balance		427,712		$	428		11,925,471	$	11,925	$	107,537,779	$	(1,577	)	$	2,166,063		$	(89,729,030	)	$	(8,580	)	$	19,977,008

See accompanying Notes to Condensed Consolidated Financial Statements which form an integral part of the Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,828,522	)	$	(4,460,464	)
Adjustments to reconcile net loss to net cash from operating activities:
Shares, options and warrants issued for services		747,690			608,353
Depreciation and amortization		426,229			444,966
Change in operating lease		60			4,100
		(4,654,543	)		(3,403,045	)
Changes in operating assets and liabilities (Note 10)		(3,580,211	)		(436,873	)
Net cash provided by (used in) operating activities		(8,234,754	)		(3,839,918	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(103,643	)		(201,459	)
Purchase of intangible assets		-			(256,883	)
Net cash provided by (used in) investing activities		(103,643	)		(458,342	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance cost		2,154,230			179,137
Proceeds from issuance of Reg-A units, net of issuance cost		54,107			-
Proceeds from warrant exercise		-			6,384,840
Proceeds from line of credit		4,196,292			110,821
Repayments on line of credit		(3,366,701	)		(2,131,871	)
Repayments on long-term debt		(51,447	)		(47,394	)
Dividends paid to Series C Preferred shareholders		(27,395	)		-
Net cash provided by (used in) financing activities		2,959,086			4,495,533

Increase (decrease) in cash and cash equivalents		(5,379,311	)		197,273
Cash and cash equivalents - beginning of period		5,945,894			4,883,099
Cash and cash equivalents - end of period	$	566,583		$	5,080,372

SUPPLEMENTAL CASH FLOW INFORMATION
Income tax paid	$	-		$	-
Interest paid	$	92,000		$	140,000
Non-cash investing activities and financing activities
Capital expenditures included in accounts payable	$	878,537		$	-

See accompanying Notes to Condensed Consolidated Financial Statements which form an integral part of the Condensed Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1- Description of Business and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for the fair presentation of results for the interim period have been included. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 31, 2025. All references to years in these financial statements are fiscal years.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year’s presentation. The Company reclassified professional fees of $426,041 for the three months ended March 31, 2025 from professional fees to general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. This change better aligns the nature of the expenses that support the Company’s administrative efforts. The Company reclassified interest income of $8,134 for the three months ended March 31, 2025 from interest income to other in the condensed consolidated statements of operations and comprehensive loss to conform with current year presentation.

Recent accounting pronouncements

Recent accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU enhances disclosure of specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages and will now require public business entities to start capitalizing software costs when management has authorized and committed to funding the software project and is probable that project will be completed and the software will be used to perform the function intended. The ASU also specifies that the disclosures in Subtopic 360-10, Property, Plant and Equipment – Overall, are required for all capitalized internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This ASU amends Topic 270 by improving the navigability of the required interim disclosures and clarifying when the guidance is applicable. The amendment provides additional guidance on when disclosures should be provided in interim reporting periods and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the Company. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its consolidated financial statements.

The Company considers the applicability and impact of all ASUs. ASUs not listed were assessed and determined to be either not applicable or had or are expected to have an immaterial impact on the financial statements and related disclosures.

Note 2 - Going Concern

As of March 31, 2026, the Company had $566,583 in cash and cash equivalents. The Company also has availability on its revolving line of credit of $2,479,490. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities. Since the Company’s acquisition of Worksport in 2014, it has never generated a profit. As of March 31, 2026, the Company had an accumulated deficit of $89,729,030.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the three months ended March 31, 2026, the Company had net losses of $5,828,522 (2025 - $4,460,464). As of March 31, 2026, the Company had working capital of $6,579,541 (December 31, 2025 – $10,061,578) and had an accumulated deficit of $89,729,030 (December 31, 2025 - $83,873,790). The Company has not generated profit from operations since inception and to date has relied on debt and equity financing for continued operations. The Company’s ability to continue as a going concern is dependent upon the ability to generate cash flows from operations and obtain equity and/or debt financing. The Company intends to continue funding operations through equity and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.

The Company has historically operated at a loss, although that may change as sales volumes increase and margins improve. As of March 31, 2026, the Company had cash and cash equivalents of $566,583 (December 31, 2025 - $5,945,894). Despite the Company having completed its purchasing of large manufacturing machinery for phase one output levels, operational costs are expected to remain elevated and, thus, further decrease cash and cash equivalents. Concurrently, the Company intends to continue its ramp-up of manufacturing and increasing sales volumes in 2026, which should mitigate the effects of operational costs on cash and cash equivalents as it releases new product lines; this view is supported by the fact that the manufacturing facility of the Company was completed for initial production output in 2023 and quickly began improving output and sales beginning in 2024 and continuing into 2026.

The Company has successfully raised capital in recent periods and believes it is positioned to do so again if deemed necessary or strategically advantageous.

On September 30, 2022, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $13.0 million through Wainwright as sales agent under the Company’s shelf registration statement on Form S-3 (File No. 333-267696), including the related base prospectus and prospectus supplement dated October 13, 2022. Sales of shares of common stock through Wainwright, if any, were made pursuant to an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the ATM Agreement, Wainwright is entitled to a commission equal to 3.0% of the gross proceeds from shares sold under the ATM Agreement, and the Company also agreed to reimburse Wainwright for certain specified expenses.

Because the Company’s public float was below $75.0 million, sales under the ATM Agreement were subject to the limitations of General Instruction I.B.6 of Form S-3. Accordingly, on November 5, 2024 and December 13, 2024, the Company filed prospectus supplements to update the amount of securities then eligible for sale under the ATM Agreement based on the Company’s public float and prior sales during the applicable rolling 12-month period. The Company’s registration statement on Form S-3 (File No. 333-267696) expired on October 13, 2025. Through the expiration date, the Company had sold 872,027 shares of common stock under the ATM Agreement for aggregate gross proceeds of approximately $6,751,381.

On November 14, 2025, the Company and Wainwright entered into an amendment to the ATM Agreement in connection with the Company’s new shelf registration statement on Form S-3 (File No. 333-291582). Pursuant to the amended ATM Agreement and the related base prospectus and prospectus supplement dated December 12, 2025, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $4.0 million through Wainwright as sales agent. Because the Company’s public float remains below $75.0 million, sales under the ATM Agreement remain subject to the limitations of General Instruction I.B.6 of Form S-3, which limits the amount of securities the Company may sell in primary offerings during any rolling 12-month period. During the three months ended March 31, 2026, the Company sold 1,468,606 shares of common stock pursuant to the ATM Agreement for aggregate gross proceeds of approximately $2,232,530, resulting in net proceeds to the Company of approximately $2,154,230 after deducting commissions and offering expenses.

On November 2, 2023, the Company consummated a registered direct offering pursuant to which the Company issued 192,500 shares of common stock and 157,500 pre-funded warrants to an institutional investor for a total net proceeds of $4,261,542. Concurrently with the registered direct offering, the Company issued the same institutional investor 700,000 warrants in a private sale. The warrants are exercisable for 700,000 shares of common stock for $13.40 per share six months after issuance and until five and a half 5.5 years from the issuance date, subject to beneficial ownership limitations as described in the warrants. The Company registered the 700,000 shares of common stock underlying the warrants on a registration statement on Form S-1 (File No. 333-276241) declared effective by the SEC on December 29, 2023.

On March 20, 2024, the Company consummated a registered direct offering pursuant to the prospectus supplement dated March 18, 2024 to the Company’s effective shelf registration statement on Form S-3 (File No. 333-267696), pursuant to which the Company issued 237,224 shares of common stock and 147,789 pre-funded warrants to purchase shares of common stock to the same institutional investor as in the Company’s registered direct offering on November 2, 2023, for a total net proceeds of $2,629,083. Concurrently with the registered direct offering, the Company issued the institutional investor 770,026 warrants in a private sale. The warrants became exercisable six months following issuance at an exercise price of $7.40 per share and expire five and one-half years from the issuance date, subject to beneficial ownership limitations contained. The Company registered the resale of the 770,026 shares of common stock underlying the warrants pursuant to a registration statement on Form S-1 (File No. 333-278461) which was declared effective by the SEC on April 8, 2024.

On May 29, 2024, Worksport sent an inducement letter to a shareholder offering an option to exercise their warrants at a reduced exercise price of $5.198 per warrant. In turn, Worksport offered the shareholder new warrants to purchase up to 1,295,000 warrant shares with an exercise price of $5.198. The shares had a term of 5.5 years, with a 6-month required holding period.

On February 27, 2025, Worksport entered into a warrant inducement agreement with a shareholder to exercise 755,558 of their 1,295,000 May 2024 Warrants at price of $5.198 per share. The remaining unexercised 539,442 warrants are included in share subscription payable. In return, the Company issued 1,424,500 new 2025 Inducement Warrants. Each Inducement Warrant has an exercise price of $6.502, will become exercisable six months after issuance, and have a 5.5-year life. Worksport raised approximately $6,731,000 in gross proceeds before fees and expenses, with the funds earmarked for general corporate and working capital purposes.

On June 13, 2025, Worksport completed the initial closing of its Regulation A offering whereby up to 3,100,000 Units may be sold at an offering price of $3.25 per unit. Each Unit consists of one share of 8% Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and one warrant for the right to purchase one (1) share of common stock, $0.001 par value with an exercise price of $4.50 per share. The qualified Regulation A offering is expected to generate gross proceeds of $10,000,000. The Company completed the Regulation A offering in October 2025. The Company completed 32 tranches and received proceeds of $9,092,414 (net of issuance cost of $899,997).

On December 11, 2025, the Company entered into a warrant inducement agreement (the “Inducement”) with the holder of existing warrants to purchase an aggregate of 2,194,526 shares at a reduced exercise price of $2.90. Pursuant to the Inducement, the exercising holder of the existing warrants received 3,840,421 inducement warrants, and the Company received $6,364,000 from the exercise of the existing warrants. As a result of the inducement and subsequent exercise, the Company determined the incremental fair value provided to the holder from both the adjustment in exercise price of the existing warrants and the fair value of the inducement warrants issued using the Black Scholes model. The total incremental fair value of $4,485,000 is recorded as a non-cash deemed dividend. The proceeds of the warrant inducement and issuance of 916,000 shares of common stock are recorded as additional paid in capital. The obligation to issue the remaining 1,278,526 shares was satisfied during the three months ended March 31, 2026.

To date, the Company’s primary sources of liquidity consist of net proceeds from public and private securities offerings and cash exercises of outstanding warrants. Management is focused on transitioning towards revenue as its primary source of liquidity by growing existing product offerings as well as the Company’s customer base. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for planned operations or future business developments. Future business development and demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot provide assurances it will be able to raise additional capital on acceptable terms, or at all.

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Still, certain factors indicate the existence of a material uncertainty that cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments could be material.

Note 3 - Inventories

Inventories, net of reserves, consists of:

Schedule of Inventories

	March 31, 2026		December 31, 2025
Raw materials	$	5,417,628	$	5,405,618
Finished goods		5,347,580		3,368,509
Work in progress		857,681		756,544
Inventories, net	$	11,622,889	$	9,530,671

Note 4 - Property and Equipment

Property and equipment consist of:

Schedule of Property and Equipment

	March 31, 2026			December 31, 2025
Building	$	6,079,410		$	6,079,410
Manufacturing equipment		6,584,246			6,519,571
Land		2,239,405			2,239,405
Leasehold improvements		503,972			489,722
Product molds		524,476			524,476
Warehouse equipment		527,015			503,297
Electrical equipment		183,977			183,977
Automobile		242,642			242,642
Furniture		149,883			149,883
Computers		101,058			101,058
Construction in progress		879,537			-
Property and equipment, at cost		18,015,621			17,033,441
Less accumulated depreciation		(4,674,723	)		(4,344,953	)
Property and equipment, net	$	13,340,898		$	12,688,488

Construction in progress includes the acquisition and installation of manufacturing equipment to support ongoing production. As of March 31, 2026, the Company had an outstanding contractual obligation of approximately $2.1 million related to the acquisition of manufacturing equipment, representing approximately 70% of the total equipment cost of approximately $3.0 million. Equipment deposits totaling $879,537 are reflected in construction in progress on the condensed consolidated balance sheet. Further, $879,537 of capital expenditures related to the equipment were included in accounts payable as of March 31, 2026. The remaining amounts are expected to become due when the equipment is delivered, and installation milestones are achieved.

Depreciation expense for the three months ended March 31, 2026 and 2025 was $329,770 and $348,507, respectively.

Note 5 - Intangible Assets

Intangible assets consist of costs incurred to establish the patent rights related to the quick latch and soft vinyl quad-fold tonneau cover technologies, Worksport trademarks, licenses, and software costs. The Company’s utility patents and design registrations were issued between 2014 and 2025. The patents and software are amortized on a straight-line basis over their useful life. The Company’s trademark, licenses, and other indefinite life intangible assets are reassessed every year for impairment. The Company determined that impairment is not necessary for the prior year ended December 31, 2025 and for the three months ended March 31, 2026.

The components of intangible assets are as follows:

	March 31, 2026			December 31, 2025
Software	$	1,150,000		$	1,150,000
License		218,329			218,329
Patent		62,706			62,706
Trademark		5,150			5,150
Other		201,509			243,769
Intangible assets, gross carrying amount		1,637,694			1,679,954
Less accumulated amortization		(879,882	)		(783,423	)
Intangible assets, net	$	757,812		$	896,531

Amortization expense for the three months ended March 31, 2026 and 2025 was $96,459 for both periods, respectively.

Estimated amortization of the patent and software over the next five calendar years and beyond March 31, 2026 is as follows:


2026	$	289,000
2027	$	3,000
2028	$	3,000
2029	$	3,000
2030	$	3,000
Thereafter	$	32,000

Note 6 - Prepaid Expenses and Other

Prepaid expenses and other consist of:

	March 31, 2026		December 31, 2025
Consulting, services and advertising	$	329,526	$	222,922
Insurance		40,960		104,421
Deposits		139,733		203,518
Prepaid expenses and other	$	510,219	$	530,861

Note 7- Shareholders’ Equity

The Company is authorized to issue up to 55,000,000 shares of capital stock, par value $0.001 per share. Capital stock is divided into two classes designated as common stock and preferred stock.

Common stock – The Company is authorized to issue up to 45,000,000 shares of common stock.

Preferred stock – The Company is authorized to issue up to 10,000,000 shares of preferred stock. The board of directors may authorize, without further shareholder action, the issuance of preferred stock in one or more classes or series. Preferred stock ranks senior to common stock with respect to payment of dividends and the distribution of assets on liquidation. Each class or series of preferred stock, when issued, must include its designation and a description of certain rights, including voting privileges, dividend preferences, conversion features, restrictions and redemption rights.

	-	During 2019, the Company created and issued 100 shares of its Series A preferred stock. Series A preferred shareholders vote together as a single class and are entitled to 51% of the voting rights on all matters regardless of the number of Series A preferred shares outstanding. Series A preferred stock does not have conversion rights, is not entitled to receive dividends nor receive any liquidation preferences.
	-	During 2020, the Company created the Series B preferred stock. Series B preferred shareholders have the right to vote for each share of common stock outstanding after the issuance date. Series B preferred stock does not have conversion rights, is not entitled to receive dividend preferences nor receive any liquidation preferences. As of March 31, 2026, the Company has not issued shares of Series B preferred stock.
	-	During 2025, the Company created its Series C preferred stock for its Regulation A offering. Refer to Note 14, Warrants for a description of units available in the Regulation A offering. Series C preferred stock ranks senior to common stock and future classes or series of preferred stock as to dividend and liquidation rights. Series C preferred shareholders may convert holdings on a 1:1 basis to common stock at any time. Series C preferred shareholders are entitled to cumulative dividends at a rate of 8.00% of the $3.25 liquidation preference per share per year for a period of two (2) years from the date of issuance. As of March 31, 2026, the Company issued 3,074,586 shares of Series C preferred stock and converted 2,646,974 Series C preferred shares to common stock at the shareholder’s request. The Company recognized dividends payable to Series C preferred shareholders for the three months ended March 31, 2026 of $26,718.

During three months ended March 31, 2026, the following transactions occurred:

During the three months ended March 31, 2026, the Company sold an aggregate of 1,468,606 shares of its common stock pursuant to the ATM Agreement for aggregate gross proceeds of $2,232,530, net of issuance costs of $78,300. The shares in a shelf takedown from the Company were sold pursuant to the base prospectus and prospectus supplement filed with the Securities and Exchange Commission as part of the Company’s registration statement on Form S-3 (File No. 333-291582), which was declared effective on December 12, 2025.

The Company recognized consulting expense of $34,868 for share subscriptions payable from restricted shares to be issued. As of March 31, 2026, the restricted shares have not been issued. The Company also recognized consulting expense of $107,833 related to warrants. As of March 31, 2026, the warrants vested and were issued. Transactions reflected in consulting expense are included as a component of general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Refer to Note 14, Warrants and Note 15, Equity Compensation for additional disclosures related to shareholders’ equity.

During three months ended March 31, 2025, the following transactions occurred:

During the three months ended March 31, 2025, the Company sold an aggregate of 22,725 shares of its common stock pursuant to an At the Market Offering Agreement, dated September 30, 2022, for aggregate gross proceeds of $185,874. The shares were sold pursuant to the Company’s base prospectus and the related prospectus supplements filed with the Securities and Exchange Commission as part of the Company’s registration statement on Form S-3 (File No. 333-267696), which was declared effective on October 13, 2022.

The Company recognized consulting expense of $22,017 to share subscriptions payable from restricted shares and stock options to be issued. As of March 31, 2025, the restricted shares have not been issued. Transactions reflected in consulting expense are included as a component of general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2025, the Company issued 1,000 restricted shares with a value of $82,100.

During the three months ended March 31, 2025, in connection with the inducement of 1,295,000 warrants at $5.198 per share, the Company also sold 1,424,500 warrants exercisable at $6.502 per share. The Company received proceeds of $6,731,410 before deducting placement agent fees of $346,570 and other offering expenses payable by the Company upon the exercise of the May 2024 Existing Warrants.

Note 8 - Income Taxes

The effective tax rate for the three months ended March 31, 2026 and 2025 was 22.9% before 100% allowance adjustments on net deferred income tax assets. The effective tax rate for the three months ended March 31, 2026 and 2025 was higher than expected from applying the U.S. federal statutory rate of 21% to loss before income taxes due to tax benefits on losses generated outside the U.S. with higher statutory rates.

Note 9 - Financial Instruments and Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. The definition of the fair value hierarchy is as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for similar assets and liabilities.

Level 3 – Inputs for which significant valuation assumptions are unobservable in a market and therefore value is based on the best available data, some of which is internally developed and considers risk premiums that a market participant would require.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, revolving line of credit, and long-term debt. The fair values of cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying value because of the short-term nature of these instruments. The Company’s revolving line of credit and long-term debt are based on a variable interest rate, and are reflected in the financial statements at carrying value which approximates fair value at March 31, 2026. The fair value of the revolving line of credit and long-term debt is classified as Level 2 within the fair value hierarchy.

The Company is exposed to market risks such as fluctuation in foreign currency exchange rates and interest rates. Derivative instruments may be used to offset some of the effects of these market risks on the expected future cash flows and on certain existing assets and liabilities. The Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures.

Market Risks

Foreign Currency Risk

The Company is exposed to currency risk on its sales and purchases denominated in Canadian Dollars. The Company actively manages these risks by adjusting its pricing to reflect currency fluctuations and purchasing foreign currency at advantageous rates.

Interest Rate Risk

The borrowing under the Company’s Line of Credit Facility and Equipment Financing is at variable interest rates and exposes the Company to interest rate risk. If interest rates increase, debt service obligations on variable rate indebtedness will increase even though the amount borrowed may not change.

Note 10 - Changes in Cash Flows from Operating Assets and Liabilities

The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2026 and 2025 are as follows:

	2026			2025
Decrease (increase) in accounts receivable	$	23,759		$	(25,362	)
Decrease (increase) in other receivable		(12,271	)		(27,015	)
Decrease (increase) in inventory		(2,092,218	)		(583,116	)
Decrease (increase) in prepaid expenses and other		62,902			(192,071	)
Increase (decrease) in accounts payable and accrued liabilities		(1,562,383	)		390,691
	$	(3,580,211	)	$	(436,873	)

Note 11 - Leases

The Company accounts for leases under ASC 842, whereby it recognizes a lease liability and a right-of-use asset. The lease liability is measured at the present value of the remaining lease payments, discounted by the Company’s incremental borrowing rate. The Company measured the right of use asset at an initial amount equal to the lease liability.

On April 1, 2025, the Company signed a lease agreement for 12,500 square feet of office space to be used as a R&D facility pursuant to a three-year lease with an option to extend the lease for an additional two years. The lease was effective on May 1, 2025 at a rate of $9,659 per month with a termination date of April 30, 2028. The Company’s incremental borrowing rate used to initially measure the present value of the remaining lease payments was 15%.

On July 14, 2025, the Company signed a lease agreement for 1,992 square feet of office space to be used as an R&D facility for its Terravis Energy subsidiary pursuant to a two-year lease effective July 18, 2025 for an average monthly rent of $3,154. The Company’s incremental borrowing rate used to initially measure the present value of the remaining lease payments was 15%.

The Company’s right-of-use asset and lease liability as of March 31, 2026, and December 31, 2025, are as follows:

Schedule Right-of-use Asset

	March 31, 2026		December 31, 2025
Right-of-use asset	$	244,857	$	272,598
Current lease liability	$	115,980	$	113,012
Long-term lease liability	$	128,877	$	159,526

The following is a summary of the Company’s total lease costs:

Schedule of Lease Cost

March 31,

2026

March 31,

2025

Operating lease cost

37,138

78,407

The following is a summary of cash paid during the three months ended March 31, 2026 and 2025 for amounts included in the measurement of lease liabilities:

March 31,

2026

March 31,

2025

Operating cashflow

37,138

78,471

The following are future calendar year minimum lease payments as of March 31, 2026:


2026	$	107,315
2027		134,284
2028		39,784
Total future minimum lease payments		281,383
Less: amount representing interest		(36,526	)
Present value of future payments		244,857
Current portion		115,980
Long term portion	$	128,877

Note 12 - Indebtedness

Long-term debt consists of:

Schedule of Long Term Debt

	March 31, 2026			December 31, 2025
Revolving Credit Facility (a)	$	2,260,723		$	1,441,665
Other (b)		1,177,945			1,233,493
Long-term debt		3,438,668			2,675,158
Less deferred debt issuance cost		(23,234	)		(37,868	)
Less current installments		(2,531,178	)		(1,686,809	)
Long-term debt	$	884,256		$	950,481

	a)	On July 19, 2024, the Company, as the guarantor, and Worksport New York Operations Corporation as well as Worksport USA Operations Corporation, entered into a $6,000,000 Revolving Financing and Assignment Agreement with an external lending entity with a maturity date of July 18, 2026, or 24 months. Upon transaction close, the Company drew down approximately $5.06 million of the Revolving Credit Facility, net of $790,000 of interest reserve required to be withheld to ensure interest payments by the Company. The Company used $4.73 million of the drawn down amount to refinance the Company’s mortgage on the Company’s real property located at 2500 North America Dr. in West Seneca, New York, and additionally drew approximately $330,000 to fund operations. At March 31, 2026, the outstanding balance of this loan was $2,260,723.

		For collateral, the lender holds a first position on the Company’s major asset classes (accounts receivable, the factory in New York, and inventory) other than the Company’s equipment. A non-usage fee of 0.25% is assessed quarterly and applied to the difference between the quarter’s average daily outstanding loan balance and the total credit facility amount. As of March 31, 2026, the Company had an available balance of $2,479,490 to borrow on the Revolving Credit Facility.

	b)	On September 4, 2024, the Company, through its wholly owned subsidiary, Worksport USA Operations Corporation, entered into a $1,487,200 credit and security agreement with an external lending entity with a maturity date of September 1, 2027, which is 36 months from initial funding. Upon transaction close, the Company received net proceeds of $1,412,750 (net of issuance costs of $43,735). The Company and its wholly owned subsidiary, Worksport New York Operations Corporation, serve as guarantors on the loan. For collateral, the lender holds a first position on the Company’s equipment, which is primarily manufacturing and warehousing equipment. Interest on the loan is based on the prime rate plus 700 basis points per annum. At March 31, 2026, the outstanding balance of this loan was $1,154,711 (net of issuance costs of $23,234). The Company is in compliance with all covenants.

Note 13 - Loss per Share

For the three months ended March 31, 2026, loss per share is ($0.54) (basic and diluted) compared to that of the three months ended March 31, 2025, of ($1.05) (basic and diluted) using the weighted average number of shares of 10,778,204 (basic and diluted) and 4,262,474 (basic and diluted), respectively.

There are 45,000,000 common shares authorized with 11,925,471 and 4,795,521 shares issued and outstanding, at March 31, 2026 and 2025, respectively. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants and convertible promissory notes were excluded due to the anti-dilutive effect they would have on the computation.

Note 14 - Warrants

On December 11, 2025, the Company entered into a warrant inducement agreement with the holder of existing warrants to purchase an aggregate of 2,194,526 shares at a reduced exercise price of $2.90. Pursuant to the inducement, the existing holder of the existing warrants received 3,840,421 inducement warrants, and the Company received $6,364,000 from the exercise of the existing warrants. As a result of the inducement and subsequent exercise, the Company determined the incremental fair value provided to the holder from both the adjustment in exercise price of the existing warrants and the fair value of the inducement warrants issued using the Black Scholes model. The total incremental value of $4,485,000 is recorded as a non-cash deemed dividend as a reduction of additional paid in capital based on the Company’s history of net operating losses. The proceeds of the warrant inducement and issuance of 916,000 shares of common stock are recorded as additional paid-in capital. During December 2025, the Company partially satisfied its obligation to issue 636,526 shares of common stock. During January 2026, the Company satisfied its remaining obligation to issue 642,000 shares of common stock. Shares subsequently issued after the inducement agreement are recorded as additional paid-in capital.

On September 2, 2025, the Company entered into a consulting agreement with a third party to perform certain services for a six-month period in exchange for both cash consideration and the issuance of warrants. The warrant agreement was issued on March 2, 2026 and is exercisable to purchase up to 100,000 shares for $4.00 per share and 100,000 shares of common stock at $5.00 per share. The warrants expire two years from the date of issuance. The Company determined the fair value provided to the holder at the date of the consulting agreement using the Black Scholes model, as the warrants were earned by the holder over the term of the consulting agreement. For the fiscal year ended December 31, 2025, the Company recognized $216,000 as a component of general and administrative expense. For the three months ended March 31, 2026, the Company recognized $108,000 as a component of general and administrative expense.

The Company commenced its Regulation A offering pursuant to which it offered up to 3,100,000 units at a price of $3.25 per unit. Each unit consisted of one share of 8% Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), and one warrant to purchase one share of common stock, par value $0.001 per share, at an exercise price of $4.50 per share.

On June 13, 2025, the Company completed the initial closing of the Regulation A offering. On October 15, 2025, the Company completed the Regulation A offering, pursuant to which it sold an aggregate of 3,074,586 units for gross proceeds of approximately $9.99 million, before deducting fees and expenses. The proceeds from the Regulation A offering are recorded as additional paid-in capital. Through March 31, 2026, the Company issued 3,074,586 warrants to investors. During the three months ended March 31, 2026, the Company received $54,107 of previously escrowed proceeds related to the Regulation A offering.

On February 27, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with the holder of existing warrants to purchase an aggregate of 1,295,000 shares for a reduced exercise price of $0.5198 per share. Pursuant to the Inducement Agreement, the exercising holder of the existing warrants received 1,425,000 inducement warrants, and the Company received $6,731,000 from the exercise of the existing warrants, before deducting placement agent fees and other offering expenses payable by the Company. As a result of the inducement and subsequent exercise, the Company determined the incremental fair value provided to the holder from the inducement warrants issued using the Black Scholes model. The total incremental fair value of $7,602,000, is recorded as a non-cash deemed dividend. The proceeds of the warrant inducement and issuance of 1,295,000 shares of common stock are recorded as additional paid-in capital. The Company registered the shares of common stock issuable upon the exercise of the inducement warrants on a registration statement on Form S-1 (File No. inducement333-286255) declared effective by the Securities and Exchange Commission on April 3, 2025.

During the year ended December 31, 2024, in connection with the sale of 237,224 shares of common stock, the Company also sold 147,789 pre-funded warrants and issued 770,026 warrants exercisable for a total of 770,026 shares of common stock for $0.001 and $7.40, respectively, per share. The Company received net proceeds of $1,093,492 associated with the sale of the pre-funded warrants. The pre-funded warrants are immediately exercisable until all of the pre-funded warrants are exercised. During the same period, 147,789 pre-funded warrants were exercised for 147,789 shares of common stock for $150.

During the year ended December 31, 2024, the Company closed a sale of 95,000 shares of common stock. In connection with the sale of common stock, the Company issued 190,000 warrants. The warrants have an exercise price of $4.00 and an expiration date of September 21, 2029.

During the year ended December 31, 2024, 13,091 warrants issued on August 3, 2021, and 344,652 warrants issued on August 6, 2021, all of which having an exercise price of $60.50, expired.

During the year ended December 31, 2023, in connection with the sale of 192,500 shares of common stock the Company also sold 157,500 pre-funded warrants and 700,000 warrants convertible for 857,500 shares of common stock at an exercise price of $0.001 and $13.40, respectively. The Company received net proceeds of $2,110,342 associated with the sale of the pre-funded warrants. During the same period, 88,700 pre-funded warrants were exercised for 88,700 shares of common stock for $89. During the year ended December 31, 2024, the remaining 68,800 pre-funded warrants were exercised for 68,800 shares of common stock for $69.

On May 9, 2024, the Company entered into a warrant inducement agreement (the “Inducement”) with the holder of existing warrants to purchase an aggregate 700,000 shares at a reduced exercise price of $5.198 in consideration for the Company to issue new warrants to purchase up to 1,295,000 additional shares of common stock – resulting in gross proceeds of approximately $3,638,000 received by the Company. As a result of the Inducement and subsequent exercise, the Company determined the incremental fair value provided to the holder from both the adjustment in exercise price of the existing warrants and the fair value of the inducement warrants issued using the Black Scholes model. The total incremental fair value of $4,996,000 is recorded as a non-cash deemed dividend. The proceeds of the warrant inducement and issuance of 284,000 shares of common stock are recorded as capital in excess of par. The obligation to issue the remaining 416,000 shares was originally recorded as a share subscription payable. During the twelve months ended December 31, 2024, the Company issued 416,000 out of the 416,000 shares to be issued.

During the year ended December 31, 2023, the Company and a stock options holder agreed to cancel all 40,000 stock options in exchange for extending the exercisable period of 30,000 warrants to December 31, 2024. Later in the year ended December 31, 2023, the expiration date for these warrants was extended to December 31, 2026, and the stock option holder was issued an additional 40,000 restricted stock units.

During the year ended December 31, 2022, the Company and a warrant holder reached an agreement to extend the exercisable period of 30,000 warrants, convertible to 2 shares of common stock each, for an additional 12 months.

During the year ended December 31, 2021, the Company issued 13,091 representative warrants to the Company’s underwriters. The representative warrants were not exercisable until January 30, 2022. The representative warrants were exercisable for 13,091 shares of common stock at $60.50 per share until August 3, 2024. As of December 31, 2022, the Company recognized a value of $273,993 for the representative warrants to share issuance cost. During the year ended December 31, 2024, these representative warrants expired.

As of March 31, 2026, the Company has the following warrants outstanding:

Schedule of Warrants Exercise Price

Exercise price		Number outstanding		Remaining Contractual Life (Years)		Expiry date
$	40.00		30,000		0.75	December 31, 2026
$	4.00		190,000		3.48	September 21, 2029
$	3.00		3,840,421		5.20	June 12, 2031
$	4.00 - 5.00		200,000		1.92	March 2, 2028
$	4.50		3,074,587		2.21 - 2.57	June 13, 2028 – October 24, 2028
			7,335,008		3.88

The average remaining contractual life of outstanding warrants that expire is 3.88 years.

Schedule of Warrants Activity

	March 31, 2026				December 31, 2025
	Number of warrants		Weighted average price		Number of warrants			Weighted average price
Balance, beginning of year		7,335,008	$	3.85		2,291,276		$	6.35
Issuance		-	$	-		8,539,508		$	4.16
Expired		-	$	-		(6,250	)	$	24.00
Exercise		-	$	-		(3,489,526	)	$	6.22
Balance, end of period		7,335,008	$	3.85		7,335,008		$	3.85

Note 15 - Equity Compensation

The Company has adopted three equity incentive plans: the 2015 Equity Incentive Plan, the 2021 Equity Incentive Plan, and the 2022 Equity Incentive Plan. The 2015 Equity Incentive Plan expired in 2025 upon reaching the end of its ten-year term. The 2015 and 2021 plans each authorized a fixed number of shares for issuance. Under the 2022 Equity Incentive Plan, the number of shares of common stock reserved for issuance shall not exceed 18% of the issued and outstanding shares of common stock of the Company. Awards under each plan have a maximum term of 10 years and vest at the discretion of the Board of Directors.

All equity-settled, share-based payments are ultimately recognized as an expense in the statement of operations with a corresponding credit to “Additional Paid in Capital.” If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different than that estimated on vesting.

Performance Share Units

On May 1, 2023, the Company and Steven Rossi reached an agreement to modify 160,000 restricted stock units and 40,000 performance stock units (“PSUs”) issued on November 11, 2022, and December 29, 2021, respectively, and replace them with 200,000 stock options, as described below.

On November 11, 2022, 40,000 and 30,000 PSUs granted on December 29, 2021, as described below, were modified to include new terms pertaining to the PSU vesting schedule. The PSUs vest in 5% increments according to the modified schedule that correlates with the Company’s stock price. The first 5% of the PSUs vest upon the Company’s stock price closing at $22.50, 50% will have vested at a closing price of $53.10, and 100% will have vested at a closing price of $137.60 as measured using the volume weighted average of the Company’s common stock for ten (10) consecutive trading days, with over $100,000 of trading volume on each of those days. The fair value of the PSUs was estimated to be $1,254,460. As of March 31, 2026, 7,500 PSUs of the remaining 30,000 PSUs had vested, and the Company recognized $26,881 (March 31, 2025 - $26,881) in general and administrative expense.

On December 29, 2021, the Company granted 40,000 and 30,000 PSUs to the Company’s Chief Executive Officer and a director, respectively. The PSUs were to vest in 5% increments according to a schedule that correlates with the Company’s stock price. The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $30.00; 50% was to have vested at a closing price of $165.00, and 100% was to have vested at a closing price of $315.00. The fair value of the PSUs was estimated to be $1,344,570.

Stock Options

The Company uses the Black-Scholes option pricing model to determine fair value of stock options on the grant date.

During the three months ended March 31, 2026, the Company issued the following stock options to various directors:

90,006 stock options vesting ratably over three years, with an exercise price of $1.66 and an expiration date of February 9, 2036

During the three months ended March 31, 2026, the Company issued the following stock options to various employees and consultants:

	-	205,000 stock options vesting over one year, with an exercise price of $2.21 and an expiration date of January 5, 2036
	-	75,000 stock options vesting ratably over three years, with an exercise price of $2.21 and an expiration date of January 5, 2036
	-	25,000 stock options vesting pursuant to performance milestones, with an exercise price of $2.21 and an expiration date of January 5, 2036
	-	15,000 stock options vesting ratably over two years, with an exercise price of $1.66 and an expiration date of February 9, 2036

During the three months ended March 31, 2026, the Company issued the following stock options to Steven Rossi:

240,000 stock options vesting ratably over three years, with an exercise price of $1.66, and an expiration date of February 9, 2036

Schedule of Stock Options Activity

	March 31, 2026					December 31, 2025
	Number of stock			Weighted average		Number of stock			Weighted average
	options			price		options			price
Balance, beginning of year		1,171,706		$	5.37		579,936		$	7.14
Granted		650,006		$	1.94		596,040		$	3.68
Forfeited		(1,000	)	$	3.09		(4,270	)	$	9.52
Balance, end of period		1,820,712		$	4.12		1,171,706		$	5.37

	Range of Exercise				Weighted average		Weighted average		Exercisable on
	prices		Outstanding		life (years)		exercise price		March 31, 2026
Stock options	$	1.66 - 7.042		1,820,712		8.65	$	4.12		470,563

As of March 31, 2026 and December 31, 2025, Terravis Energy Inc., a wholly owned subsidiary of the Company, has the following options outstanding:

Schedule of Stock Options Activity

	March 31, 2026				December 31, 2025
	Number of stock		Weighted average		Number of stock		Weighted average
	options		price		options		price
Balance, beginning of year		1,350,000	$	0.01		1,350,000	$	0.01
Granted		-	$	-		-	$	-
Balance, end of period		1,350,000	$	0.01		1,350,000	$	0.01

	Range of				Weighted average		Weighted average		Exercisable on
	Exercise prices		Outstanding		life (years)		exercise price		March 31, 2026
Stock options	$	0.01		1,350,000		6.03	$	0.01		1,350,000

Note 16 - Segment Reporting

The Company manages its business on a product basis and operates in the following two reporting segments for financial reporting purposes: (1) Hard Tonneau Covers and (2) Soft Tonneau Covers. The accounting policies of both reporting segments are the same as those described in Note 1, Description of Business and Summary of Significant Accounting Policies.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance of the Company’s reporting segments. The CODM primarily focuses on net income (loss) from continuing operations to evaluate its reporting segments. The CODM also uses net income (loss) from continuing operations for evaluating pricing strategy and assessing the performance for determining the compensation of certain employees. Significant segment expenses reviewed, which represent the differences between segment net sales and segment net loss from continuing operations, consist of the following:

	Hard Tonneau Covers			Soft Tonneau Covers			Corporate / Eliminations			Consolidated			Hard Tonneau Covers			Soft Tonneau Covers			Corporate / Eliminations			Consolidated
	For the three months ended March 31, 2026												For the three months ended March 31, 2025
	Hard Tonneau Covers			Soft Tonneau Covers			Corporate / Eliminations			Consolidated			Hard Tonneau Covers			Soft Tonneau Covers			Corporate / Eliminations			Consolidated
Net sales	$	3,269,705		$	43,095		$	-		$	3,312,800		$	2,118,565		$	121,440		$	-		$	2,240,005
Cost of sales		(2,429,589	)		(29,265	)		-			(2,458,854	)		(1,736,491	)		(98,351	)		(8,942	)		(1,843,784	)
Selling, general and administrative		(2,742,013	)		(29,215	)		(3,400,666	)		(6,171,894	)		(2,023,395	)		(66,229	)		(2,117,937	)		(4,207,561	)
Depreciation and amortization		(378,443	)		(4,552	)		(43,234	)		(426,229	)		(417,316	)		(12,829	)		(14,821	)		(444,966	)
Loss from continuing operations	$	(2,280,340	)	$	(19,937	)	$	(3,443,900	)	$	(5,744,177	)	$	(2,058,637	)	$	(55,969	)	$	(2,141,700	)	$	(4,256,306	)

The following table presents the Company’s net sales disaggregated by geographic area:

	Hard Tonneau Covers		Soft Tonneau Covers		Consolidated		Hard Tonneau Covers		Soft Tonneau Covers		Consolidated
	2026						2025
	Hard Tonneau Covers		Soft Tonneau Covers		Consolidated		Hard Tonneau Covers		Soft Tonneau Covers		Consolidated
United States	$	3,263,586	$	43,059	$	3,306,645	$	2,105,908	$	121,641	$	2,227,549
Canada		6,119		36		6,155		12,456		-		12,456
Total Net sales	$	3,269,705	$	43,095	$	3,312,800	$	2,118,364	$	121,641	$	2,240,005

No asset information has been provided for the reported segments as the CODM does not regularly review asset information by reportable segment. As of March 31, 2026 and December 31, 2025, assets held in the U.S. accounted for 93% of total assets for each period, respectively.

Note 17 - Commitments and Contingencies

There are no legal proceedings except for routine litigation incidental to the business.

Note 18 - Subsequent Events

The Company has evaluated subsequent events through May 13, 2026. The following events occurred after the three months ended March 31, 2026:

	●	On April 13, 2026, the Company issued to its Chief Executive Officer, Steven Rossi, 88,214 shares of the Company’s common stock, par value $0.001 per share at a deemed price of $0.8502 per share, representing the closing price of the Company’s Common Stock on the Nasdaq Capital Market on April 10, 2026, for an aggregate value of $75,000. The shares were issued in satisfaction of previously accrued and unpaid bonus compensation owed to Mr. Steven Rossi and were approved by the Company’s Board of Directors.
	●	On April 20, 2026, the Company announced the official commercial launch and commencement of sales for the NEXUS Tonneau Cover. Production began on April 13, 2026.
	●	On April 29, 2026, the Company announced that it secured Tri-State Enterprises, Inc. (“Tri-State”) as a new cross-regional distribution partner for the Company’s growing tonneau cover lineup, including the Company’s recently launched NEXUS cover.
	●	On April 30, 2026, Michael Johnston resigned as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective April 30, 2026. Mr. Johnston’s resignation was not the result of any disagreement with the Company regarding its operations, policies or practices, including any matters relating to the Company’s accounting practices or financial reporting.
	●	On April 30, 2026, the Company’s Board of Directors appointed Jennifer Kartychak as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective May 1, 2026. Ms. Kartychak has served as the Company’s Vice President of Finance since January 1, 2026. Prior thereto, beginning in August 2023, Ms. Kartychak provided consulting services to the Company through Arend Advisory Group LLC, an entity wholly owned by Ms. Kartychak.
	●	Through May 13, 2026, the Company sold and issued 606,069 of common stock in consideration for net proceeds of $623,124 under the ATM Agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements in this Form 10-Q are made based on current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, various factors, uncertainties, and risks should be specifically considered that could affect future results or operations. These factors, uncertainties and risks may cause actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. These risks and uncertainties described and other information contained in the reports filed with or furnished to the SEC should be carefully considered before making any investment decision with respect to the Company’s securities. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended December 31st and the associated quarters, months and periods of those fiscal years. Each of the terms “Company” and “Worksport” as used herein refers collectively to Worksport Ltd. and its subsidiaries, unless otherwise stated.

The following discussion should be read in conjunction with the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 26,2026 and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q.

OVERVIEW

Worksport Ltd., through its subsidiaries, designs, develops, manufactures, and owns the Intellectual Property on a portfolio of tonneau cover, solar integration, portable power station, and NP (Non-Parasitic), Hydrogen-based green energy products and solutions for the automotive aftermarket accessories, power storage, residential heating, and electric vehicle-charging industries. We seek to provide consumers with next-generation automotive aftermarket accessories while capitalizing on growing consumer interest in clean energy solutions and power grid independence.

Rising Popularity of Electric Vehicles

Electric Vehicles (EVs) have been increasing in consumer interest, whether that interest takes the form of vehicle pre-orders, sales, or investments. As we begin marketing our Worksport SOLIS and COR, we plan to market the SOLIS as a must-have accessory for electric light duty vehicle owners while simultaneously riding the coattails of EV popularity to promote our other products (COR and conventional tonneau covers) to the very large population of Americans that have an interest in EVs without the funds to purchase them. Further, participating in the EV space allows us to target consumers with an interest in cutting-edge technologies – a great market in which to promote our COR portable power system.

Regulatory Environment Favoring Electric Vehicles

The Build Back Better Bill was a strong indication of upcoming and favorable U.S. regulations. Many regulations that improve North America’s EV charging infrastructure or provide grants to businesses operating in the EV space would benefit us. While we are primarily focused on the light duty vehicle market, our energy products are particularly useful for electric light duty pickup trucks and, therefore, are positioned to benefit greatly from any bill that increases the prevalence of such vehicles. However, President Donald Trump has signed an executive order titled Unleashing American Energy in which he has indicated his administration will be reversing the electric vehicle mandates of Joe Biden’s former administration, and he has further paused billions of dollars in funding allocated towards electric vehicle charging stations. The future of the U.S.’s regulatory environment surrounding electric vehicles is uncertain.

Limited Competitive Landscape

Our conventional tonneau covers are engineered for enhanced user experience and resistance to wear-and-tear, making them strong and competitive products in an otherwise consolidated and saturated market. The Worksport COR, however, operates in a much wider yet unsaturated market. The global Portable Power Station market is quickly growing, and the competitive landscape is far from consolidated. The solar tonneau cover market is in its infancy, and it’s a market in which we have first-mover advantage. To ensure we do not fall behind future competitors, we are highly focused on protecting our intellectual property both domestically and abroad.

Economic Conditions and Market Trends

As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.

Tariffs and Supply Chain Impact

Our hybrid manufacturing model, which includes sourcing certain products and components from overseas—particularly from China—exposes us to risks associated with tariffs and evolving global trade policies. Tariffs on imported raw materials, components, and finished goods have increased our input costs and may continue to do so in the future. During fiscal 2025, increases in certain material and component costs attributable, in part, to tariffs contributed to higher cost of goods sold; however, these increases were offset by higher production volumes, improved overhead absorption, and operational efficiencies, resulting in an overall improvement in gross margins compared to the prior fiscal year. These impacts are both direct, through duties applied to imported products and components, and indirect, as suppliers and logistics providers may pass through increased costs associated with tariff regimes and related trade restrictions.

While we have taken steps to mitigate these risks through supplier diversification, a portion of our supply chain remains dependent on foreign sources. As a result, tariffs and other trade measures may continue to increase our cost of goods sold and may impact product pricing and margins to the extent not offset by operational efficiencies or pricing actions. In addition, changes in U.S. trade policy or further escalation of tariffs could disrupt supply availability or increase lead times, which may adversely affect our operations and results of operations.

Geopolitical and Macroeconomic Conditions

Recent geopolitical developments, including conflicts in the Middle East involving Iran, have contributed to volatility in global financial markets, higher energy prices and inflationary pressures. While we do not have direct exposure to the affected regions through our suppliers, customers, or operations, these conditions may adversely affect our business. In particular, increases in global energy and transportation costs may increase our cost of goods sold, and inflationary pressures may increase the cost of materials sourced from our suppliers, including suppliers in Asia. In addition, such conditions may adversely affect consumer discretionary spending, which could reduce demand for our products. Volatility in the capital markets may also affect our ability to raise capital on favorable terms. The extent and duration of these conditions remain uncertain and could adversely affect our business, financial condition and results of operations.

Climate Change

Climate change threatens to cause many foreseeable as well as unforeseeable ramifications. In cautious preparation for those that are foreseeable, we have strategically begun domestic manufacturing operations in Western New York – an economically growing region not immediately threatened by climate change to the same extent as other regions and possibly one that may benefit from future population migrations within the U.S. Further, we intend to lower our own carbon footprint by investing in energy-saving measures in our factory in West Seneca, NY. Considering climate change may also exacerbate geopolitical tensions, we are working to diversify our supply chain and lower our reliance on any particular region or country for raw materials in order to lower our exposure to climate change-induced economic or political instability.

We believe our Worksport SOLIS and Worksport COR products will be received positively by the public for their resilience to, and even increased utility as a result of, Climate Change. However, we acknowledge the potentially negative environmental impacts of poor battery recycling and increasing demand for precious metals. We are actively researching ways to lower such environmental impacts.

Inflation

Prices of certain commodity products, including raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs. Increasing prices of the component materials for parts of our goods may impact the availability, quality and price of our products as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of product as they may substitute lower cost materials to maintain pricing levels. Rapid and significant changes in commodity prices may negatively affect our profit margins, and it may be difficult to mitigate worsened margins through customer pricing actions and cost reduction initiatives.

Additionally, as central banks and the U.S. Federal Reserve adjust interest rates in response to evolving inflationary conditions, the cost of debt financing may fluctuate. While the Federal Reserve began reducing the federal funds rate in the latter half of 2024 and has continued measured reductions into 2025 and early 2026, interest rates remain elevated relative to pre-2022 levels, and the pace and extent of future reductions remain uncertain. Our $6,000,000 revolving line of credit and our $1,487,000 in equipment financing both carry floating interest rates, meaning we remain susceptible to variable debt interest costs as a result of changes in interest rates.

High interest rates have also resulted in a shift in institutional holdings away from micro-cap equities, which has negatively influenced our stock’s trading volume. We continue to forge relationships with institutional investors and analysts in order to maintain a healthy trading volume.

Gasoline Prices and Supply Chain Issues

We faced significantly higher ocean freight, trucking, and container handling costs as well as last mile delivery costs in recent years – all of which have increased our products’ landed costs. Higher oil and gasoline prices further increased these costs, and while such prices have come down from their 2022 highs, we continue to closely monitor gasoline and shipping costs. While the Freight Rate Index has significantly increased during certain periods due to geopolitical tensions and disruptions affecting global shipping routes, the shipping routes used by Worksport have not faced dramatic price hikes. Regardless, Worksport is closely monitoring international shipping costs.

Our transition towards domestic manufacturing and assembly is anticipated to largely offset these higher costs, as we believe we will be less exposed to higher international shipping costs. We are also identifying North American suppliers of our products’ components and will prioritize transport by rail when possible to avoid high trucking costs.

Foreign Currencies

We are subject to foreign exchange risk as we manufacture certain products and components in China, market extensively in both Canadian and U.S. markets, employ people residing in both the U.S. and Canada and, to date, have raised funds in Canadian Dollars. Meanwhile, we report results of operations in U.S. Dollars. Since our Canadian customers pay in Canadian Dollars, we are subject to gains and losses due to fluctuations in the USD relative to the Canadian Dollar. Our manufacturers in China are paid in USD to better avoid the relatively greater fluctuation of the Chinese Yuan. To the extent the U.S. dollar strengthens against any of these foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our operations.

Business Developments

The following highlights recent material developments in our business in the three months ended March 31, 2026:

	●	On January 13, 2026, the Company announced the commercial launch of the SOLIS™ Solar Tonneau Cover and COR™ Portable Energy System. The production launch allowed pre-orders to be fulfilled via Worksport’s US facilities, and a digital marketing campaign was initiated to drive sales for the standalone COR battery system and the solar-integrated SOLIS cover.

	●	On February 12, 2026, the Company announced that a large government entity is actively monitoring upcoming laboratory performance results of Aetherlux™ Heat Pump as part of an internal evaluation process.

	●	On March 19, 2026, the Company announced its presentation of its new, premium tonneau cover model to industry buyers at the Keystone BIG Show.

CRITICAL ACCOUNTING POLICIES

On a regular basis, we evaluate the critical accounting policies used to prepare our consolidated financial statements, including revenue recognition, inventory valuation, reviews for impairment of long-lived assets, and income taxes.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1, Description of Business and Significant Accounting Policies included in Item 1, Financial Statements of this report for further information regarding Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”).

CONSOLIDATED RESULTS OF OPERATIONS

The following is a discussion of our results of operations from the three months ended March 31, 2026 compared to the three months ended March 31, 2025

	Three months ended March 31,						Favorable (Unfavorable) 2026 vs. 2025
	2026			2025			Amount			%
Net sales	$	3,312,800		$	2,240,005		$	1,072,795			47.9	%
Cost of sales		2,458,854			1,843,784			(615,070	)		(33.4	)%
Gross profit		853,946			396,221			457,725			115.5	%
Research and development		205,333			369,601			164,268			44.4	%
General and administrative		4,239,154			3,414,822			(824,332	)		(24.1	)%
Sales and marketing		2,155,867			869,749			(1,286,118	)		(147.9	)%
(Gain) loss on foreign exchange		(2,231	)		(1,645	)		586			35.6	%
Loss from operations		(5,744,177	)		(4,256,306	)		(1,487,871	)		(35.0	)%
Interest expense		(92,383	)		(195,438	)		103,055			52.7	%
Other income (expense)		8,038			(8,720	)		16,758			192.2	%
Net loss	$	(5,828,522	)	$	(4,460,464	)	$	(1,368,058	)		(30.7	)%
Per share data
Basic and diluted earnings per share	$	(0.54	)	$	(1.05	)	$	0.51			48.3	%

	Three months ended March 31,						Favorable (Unfavorable)
Percent of net sales	2026			2025			Percentage points
Cost of sales		74	%		82	%		8	%
Gross profit		26	%		18	%		8	%
Research and development expense		6	%		17	%		10	%
General and administrative expense		128	%		152	%		24	%
Sales and marketing expense		65	%		39	%		(26	)%

Net sales

For the three months ended March 31, 2026, net sales generated in the U.S. was $3,306,645, compared to $2,227,549 for the same period in 2025, an increase of approximately 48%.

Net sales increased during the three months ended March 31, 2026 compared to the same period the prior year due to increased sales of tonneau covers to end users via the Company’s online marketplace and various dealers and distributors. The Company increased its product offerings in 2025 to also include AL4 and HD3 covers to end customers. The Company continues to focus on establishing as well as strengthening its presence in both the direct-to-consumer and business-to-business sales channels while also strengthening customer support to increase customer satisfaction and increase product turnover.

We distribute our products in the U.S. and Canada through an expanding network of wholesalers, distributors, and dealers, and through online channels, including major online marketplaces and our direct-to-consumer e-commerce platform. We intend to continue expanding both business-to-business and direct-to-consumer channels with product offerings unique to each of these channels. We also continue to pursue relationships with original equipment manufacturers and fleet customers where appropriate.

We currently work closely with a large Canadian and a large U.S. distributor as well as online retailers to grow our customer base. We are progressing well in conversations with three other major distributors with strong market presences, which will allow us to promote to dealers and sell to jobbers in strategic regions. Lastly, we are in closing discussions with a network of nationwide U.S. dealers capable of bringing our product to all U.S. continental states.

Net sales from online retailers of our products decreased by $60,045, from $1,871,085 for the three months ended March 31, 2025 to $1,811,040 for same period ended March 31, 2026. The 3% decrease is a result of the Company’s focus to lower our customer acquisition cost with additional focus on brand awareness and less focus on conversion marketing. The reduction in conversion marketing efforts decreased order volume, but this was offset by an increase in the average order value of our product offerings.

Cost of Sales

The decrease in the cost of sales as a percentage of sales was primarily driven by two factors: (1) increase production volume to support sales growth, including introduction of new product lines during 2025, and (2) overhead allocation efficiencies associated with higher production volume. These improvements offset increases in certain material, components, and landed costs, including the impact of tariffs on imported products and components sourced from overseas. While tariffs contributed to higher input costs during the three months ended March 31, 2026, the overall effect of increased scale and production efficiencies resulted in an improvement in our gross margin.

We continue to employ a discounting strategy as part of a broader initiative to enhance market presence and build brand awareness. We anticipate this will well position us for sustained customer engagement in future periods, during which discounting may not be necessary to the same extent. As production volume grows and our manufacturing process becomes more efficient, we expect to allocate fixed costs included in overhead absorption against a larger production volume base. This scaling will be facilitated by reallocating more of our existing human capital and machinery resources toward production.

We provide our distributors and online retailers with an “all-in” wholesale price. This includes any import duty charges, taxes, and shipping charges. Discounts are applied if the distributor or retailer chooses to use their own shipping process. Certain exceptions apply on rare occasions where product is shipped outside the contiguous United Sates or from the U.S. to Canada. Volume discounts are offered to certain high-volume customers, and we also offer a “dock price” or “pickup program” whereby clients are able to pick up product directly from our stocking warehouse.

Operating Expenses

Operating expenses increased for the three months ended March 31, 2026 by $1,945,596, from $4,652,527 for the three months ended March 31, 2025 to $6,598,123, mainly due to the following factors:

	●	Research and development expense decreased by $164,268, from $369,601 for the three months ended March 31, 2025 to $205,333 for the three months ended March 31, 2026. The decrease was related to developmental progress of our AL3 and AL4 product lines, which required less R&D efforts as resources were shifted to normal-course production.
	●	General and administrative expense increased by $824,332, from $3,414,822 in 2025 to $4,239,154 in 2026. The increase was related to a shift in overhead absorption driven by production volume requirements as well as an increase in labor costs to support production efforts.
	●	Sales and marketing expense increased by $1,286,118, from $869,749 in 2025 to $2,155,867 in 2026. The increase in sales and marketing was primarily attributable to marketing campaigns to promote brand awareness.

Other Income and Expenses

We reported net other expenses for the three months ended March 31, 2026 of $84,345, compared to $204,158 for three months ended March 31, 2025. The decrease in net other expenses was attributed to decreased interest expense on our line of credit as a result of reduced usage following cash inflows as a result of the December warrant inducement transaction.

Net Loss

Net loss for the three months ended March 31, 2026 was $5,828,522, compared to a net loss of $4,460,464 for the three months ended March 31, 2025 – an increase of approximately 31%. The increase in net loss can be attributed to the increase in various operating expenses as we focus on expanding our operations and promoting our brand awareness.

Liquidity and Capital Resources

As of March 31, 2026 and December 31, 2025, we had $566,583 and $5,945,894, respectively in cash and cash equivalents. As of March 31, 2026, we had $2,479,490 of remaining available capacity on our revolving line of credit compared with $3,448,016 of remaining available capacity as of December 31, 2025. The decrease in cash and cash equivalents and decrease in the remaining available capacity on our revolving line of credit was primarily a result of our use of proceeds from our warrant inducement transaction in December 2025 to fund working capital requirements to support the production of our new product offerings. We have historically generated only limited gross profit and have relied primarily upon capital generated from public and private offerings of our securities to fund continuing operations. Since the Company’s acquisition of Worksport in 2014, it has never generated a profit. During the three months ended March 31, 2026, we had net losses of $5,828,522 (three months ended March 31, 2025 - $4,460,464). As of March 31, 2026, the Company had working capital of $6,579,541 (As of December 31, 2025 - $10,061,578) and had an accumulated deficit of $89,729,030 (As of December 31, 2025 - $83,873,790).

In their fiscal 2025 audit report, our independent auditors expressed that there is substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate cash flows from operations and obtain equity and/or debt financing. We intend to continue funding operations through equity and debt financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps our management is taking will be successful.

To date, our principal sources of liquidity consist of net proceeds from public and private securities offerings and cash exercises of outstanding warrants. During the three months ended March 31, 2026, the Company received net proceeds of $2,208,337 from the offerings described below. Management is focused on transitioning towards gross profit as our principal source of liquidity by growing our existing product offerings and customer base and realizing manufacturing efficiency improvements. We cannot give assurance that we can increase our cash balances or limit our cash consumption and thus maintain sufficient cash balances for our planned operations or future business developments. Future business development and demands may lead to cash utilization at levels greater than recently experienced. We may need to raise additional capital in the future. However, we cannot ensure that we will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, we believe our current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet our working capital requirements for at least one year from the date of issuance of the accompanying consolidated financial statements.

We have raised funds during the three months ended March 31, 2026 from the following public and private securities offerings:

ATM Shares

On November 14, 2025, the Company entered into an amendment to its At The Market Offering Agreement, dated September 30, 2022, with H.C. Wainwright & Co., LLC (“Wainwright”) in connection with a new shelf registration statement on Form S-3 (File No. 333-291582), which was declared effective by the SEC on December 12, 2025. Pursuant to the amended ATM Agreement and the related prospectus supplement dated December 12, 2025, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $4.0 million through Wainwright as sales agent. During the three months ended March 31, 2026, the Company sold 1,468,606 shares of common stock under the ATM Agreement for aggregate gross proceeds of approximately $2,232,530, resulting in net proceeds of approximately $2,154,230 after deducting commissions and offering expenses.

Because the Company’s public float is below $75.0 million, sales under the ATM Agreement are subject to the limitations of General Instruction I.B.6 of Form S-3, which limits the amount of securities the Company may sell in primary offerings during any rolling 12-month period. As a result, the amount currently available for sale under the ATM Agreement may be significantly less than the aggregate amount registered under the Company’s shelf registration statement.

Regulation A Offering

During the three months ended March 31, 2026, we received $54,107 of proceeds net of issuance cost that were previously held in escrow. The funds in escrow pertain to the Regulation A offering from 2025.

Consolidated Statement of Cash Flows

Cash decreased from $5,945,894 at December 31, 2025, to $566,583 at March 31, 2026 – a decrease of $5,379,311 or 90%. The decrease was primarily due to the use of cash to acquire working capital based on supporting the production of existing product offerings as well as the expected growth of additional product offerings launched in 2026. The Company procured approximately $5.1 million of raw materials to support production of our expanded product lineup, including the SOLIS, COR and NEXUS product lines. Some of our new product offerings utilize raw materials common to existing product offerings. Approximately $1.0 million of these raw materials purchases remained in accounts payable as of March 31, 2026.

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $8,234,754, compared to $3,839,918 in 2025, primarily driven by the launch of additional product offerings during the three months ended March 31, 2026. Net cash used in operating activities exceeded the Company’s net loss by approximately $2.4 million. The principal component of the change is attributable to the $2.1 million increase in inventory, reflecting the procurement of raw materials and production of finished goods to support the launch of new product offerings during the three months ended March 31, 2026: SOLIS, COR, and NEXUS.

Accounts receivable decreased at March 31, 2026 by $23,759 and increased by $25,362 in the prior period. The decrease in accounts receivable is based on the timing of shipment with various business-to-business customers and well as the concentration of customers in certain sales channels.

Inventory increased at March 31, 2026 by $2,092,218, and increased at March 31, 2025 by $583,116, as a result of the procurement and production of raw materials and finished goods to support the successful launches of our COR, SOLIS and NEXUS product lines.

Prepaid expenses and other decreased by $62,902 at March 31, 2026, and increased by $192,071 at March 31, 2025 due to timing of advanced payments for professional services to support operations.

Accounts payable and accrued liabilities decreased at March 31, 2026 by $1,562,383 compared to an increase of $390,691 at March 31, 2025 due to the payment for raw materials and finished goods procured and produced in preparation to support the successful launches of our COR, SOLIS and NEXUS product lines.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $103,643 compared to $458,342 for the three months ended March 31, 2025. The decrease in investing activities was primarily attributable to our purchase of cryptocurrency and website enhancements in the prior period, both of which are classified as intangible assets.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $2,959,086 compared to net cash provided by financing activities of $4,495,533 for the three months ended March 31, 2025. Net cash provided by financing activities were principally due to our use of the ATM, whereby we received net proceeds of $2,154,230. We also received proceeds from our line of credit through net borrowings of $829,591 for the three months ended March 31, 2026.

Material Contractual Obligations

As of March 31, 2026, the Company had an outstanding contractual obligation of approximately $2.1 million related to the acquisition of manufacturing equipment from Prima Power, representing approximately 70% of the total equipment cost of approximately $3.0 million. Equipment deposits totaling approximately $859,000 are reflected in construction in progress on the Company’s balance sheet, and approximately $879,000 of capital expenditures related to the equipment were included in accounts payable as of March 31, 2026. The remaining amounts are expected to become due when the equipment is delivered, and installation milestones are achieved.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements that have or are reasonably likely to have a material future effect on our financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the quarter covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to a material weakness in internal control over financial reporting.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We had the following material weakness in internal control over financial reporting, characterized by the following:

	●	We have not designed written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls to prevent and timely detect potential errors.
	●	We did not maintain adequate documentation to evidence the operating effectiveness of certain control activities.
	●	We did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes associated with those systems.

To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in our periodic reports filed with the SEC are prepared in accordance with generally accepted accounting principles. Management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Remediation Efforts

Management is committed to remediating the material weaknesses described above. During the three months ended March 31, 2026, the Company engaged an external CPA firm to augment its external reporting review process. The Company’s remediation efforts are ongoing and include, among other things: (i) formalizing written policies and procedures for key financial reporting processes at a level of precision sufficient to support the operating effectiveness of the related controls; (ii) enhancing documentation practices to evidence the design and operating effectiveness of control activities; and (iii) evaluating and implementing appropriate access controls and segregation of duties within key systems. While the Company believes these actions will remediate the identified material weaknesses, the material weaknesses will not be considered fully remediated until the applicable controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. We will continue to monitor and evaluate the effectiveness of our remediation efforts in subsequent periods.

Changes in Internal Control Over Financial Reporting

In January 2026, the Company appointed Jennifer Kartychak as Vice President of Finance and began transitioning certain finance and accounting functions to internal personnel. In connection with this transition, the Company implemented changes to certain processes and controls relating to its financial reporting function.

Subsequent to March 31, 2026, Michael Johnston resigned as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, and Ms. Kartychak was appointed to such positions effective May 1, 2026. Management does not currently believe these changes have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in lawsuits, claims, investigations, and proceedings, including pending opposition proceedings involving patents that arise in the ordinary course of business. We are not presently a party to any material pending or threatened legal proceedings, nor do we have any knowledge of any such pending claims.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, liquidity, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

●

During the three months ended March 31, 2026, the Company granted an aggregate of 90,006 stock options to certain directors of the Company under the Company’s 2022 Equity Incentive Plan. The options have an exercise price of $1.66 per share, vest ratably over three years, and expire on February 9, 2036. The grants were made prior to the filing of the Company’s Registration Statement on Form S-8 covering shares issuable under the plan. No underwriters were involved, and no commissions were paid. The directors represented that the options were acquired for investment purposes and not with a view toward distribution. The options were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriters were involved, and no commissions were paid.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans

During the three months ended March 31, 2026, none of our Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Section 408(c) of Regulation S-K).

Subsequent Events

	●	On April 13, 2026, the Company issued to its Chief Executive Officer, Steven Rossi, 88,214 shares of the Company’s common stock, par value $0.001 per share at a deemed price of $0.8502 per share, representing the closing price of the Company’s Common Stock on the Nasdaq Capital Market on April 10, 2026, for an aggregate value of $75,000. The shares were issued in satisfaction of previously accrued and unpaid bonus compensation owed to Mr. Steven Rossi and were approved by the Company’s Board of Directors.
	●	On April 20, 2026, the Company announced the official commercial launch and commencement of sales for its highly anticipated NEXUS Tonneau Cover, a premium tonneau cover, with innovative features previously unseen in the market. Production began on the NEXUS cover on April 13, 2026, and early demand from established distributors with multi-million-dollar annual purchasing capacity—supports management’s expectation that the NEXUS platform can contribute millions in incremental revenue in 2026, while accelerating adoption across existing and new sales channels
	●	On April 29, 2026, the Company announced that it secured Tri-State Enterprises, Inc. (“Tri-State”) as a new cross-regional distribution partner for the Company’s growing tonneau cover lineup, including the Company’s recently launched NEXUS cover.
	●	On April 30, 2026, Michael Johnston resigned as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective April 30, 2026. Mr. Johnston’s resignation was not the result of any disagreement with the Company regarding its operations, policies or practices, including any matters relating to the Company’s accounting practices or financial reporting.
	●	On April 30, 2026, the Company’s Board of Directors appointed Jennifer Kartychak as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective May 1, 2026. Ms. Kartychak has served as the Company’s Vice President of Finance since January 1, 2026. Prior thereto, beginning in August 2023, Ms. Kartychak provided consulting services to the Company through Arend Advisory Group LLC, an entity wholly owned by Ms. Kartychak.
	●	Through May 13, 2026, the Company sold and issued 606,069 of common stock in consideration for net proceeds of $623,124 under the ATM Agreement.

Item 6. Exhibits

EXHIBIT
No.		DESCRIPTION

10.1		Employment Agreement, dated as of January 27, 2026, between Worksport Ltd. and Jennifer Kartychak (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2026)
31.1*		Section 302 Certification of Chief Executive Officer
31.2*		Section 302 Certification of Chief Financial Officer
32.1**		Section 906 Certifications of Chief Executive Officer
32.2**		Section 906 Certifications of Chief Financial Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	WORKSPORT LTD.

Dated: May 13, 2026	By:	/s/ Steven Rossi
		Steven Rossi
		Chief Executive Officer
		(Principal Executive Officer)

Dated: May 13, 2026	By:	/s/ Jennifer Kartychak
		Jennifer Kartychak
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Worksport Ltd 10-Q