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As filed with the Securities and Exchange\nCommission on October 2, 2026.

Registration Statement No. 333-

UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549

FORM\nS-3
\nREGISTRATION STATEMENT
\nUNDER
\nTHE SECURITIES ACT OF 1933

Worksport\nLtd.

(Exact name of registrant as specified\nin its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

001-40681

35-2696895

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2500 N America Dr

West Seneca, NY 14224

888-554-8789

(Address, including\nzip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven Rossi
\nChairman, Chief Executive Officer and President
\nWorksport Ltd.

2500 N America Dr

West Seneca, NY 14224

(Name, address, including zip code, and telephone number,\nincluding area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.

Philip Magri, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Ave of the Americas, 26th Floor

New York, New York 10036

(212) 930-9700

Approximate date of commencement of proposed sale\nto the public:

From time to time after this Registration Statement\nbecomes effective.

If the only securities being registered on this Form\nare being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this\nForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered\nonly in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities\nfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration\nstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant\nto Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier\neffective registration statement for the same offering. ☐

If this Form is a registration statement pursuant\nto General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant\nto Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration\nstatement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant\nto Rule 413(b) under the Securities Act, check the following box.

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark\nif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards\nprovided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends\nthis Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file\na further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section\n8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities\nand Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus\nis not complete and may be changed. The Selling Stockholder named in this prospectus may not sell these securities until the registration\nstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and\nwe are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

\n \n \n \n \n \n \n

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED OCTOBER\n 2, 2026

$\"\"$

4,800,526 shares of Common Stock
\nIssuable upon the Exercise of 4,800,526 Common Stock Purchase Warrants

WORKSPORT LTD.

This prospectus relates to the resale,\nfrom time to time, by the selling stockholder identified in this prospectus under the caption “Selling Stockholder” (the\n“Selling Stockholder”), or its permitted transferees, of up to 4,800,526 shares (the “Warrant Shares”) of our\ncommon stock, par value $0.001 per share (the “common stock”), issuable upon the exercise of warrants to purchase\nup to 4,800,526 shares of common stock (the “Inducement Warrants”) issued to the Selling Stockholder in a private\noffering (the “Warrant Inducement Offering”) pursuant to a common stock warrant exercise inducement offer letter, dated August\n27, 2026 (the “Inducement Agreement”), between the Company and the Selling Stockholder.

Pursuant to the Inducement Agreement,\nthe Selling Stockholder agreed to exercise for cash its warrants issued by the Company on December 12, 2025 (the “Existing\nWarrants”) to purchase an aggregate of 3,840,421 shares of common stock at a reduced exercise price of $0.60 per share.\nIn consideration for the Selling Stockholder’s agreement to exercise the Existing Warrants, the Company issued\nto the Selling Stockholder warrants to purchase an aggregate of 4,800,526 shares of common stock (the “Inducement\nWarrants”), representing 125% of the number of shares of Common Stock issued upon exercise of the Existing Warrants.

Each Inducement Warrant is exercisable,\nin whole or in part, at any time and from time to time during the five-year period commencing on February 28, 2027\n(the “Initial Exercise Date”) and ending on February 28, 2032, at an exercise price of $0.60 per share, subject\nto customary adjustments for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions. The Inducement\nWarrants provide that the holder may not exercise any portion thereof to the extent that, following such exercise, the\nholder, together with its affiliates, would beneficially own more than 4.99% of the outstanding common stock,\nexcept that the holder may increase such beneficial ownership limitation to 9.99% upon at least 61 days’ prior notice to the Company.

The Company expects to receive aggregate\ngross proceeds of approximately $2,304,253 from the exercise of the December 2025 Warrants, before deducting placement agent fees\nand other offering expenses.

We engaged Maxim Group LLC to serve as our exclusive financial advisor in connection with the\ntransaction and agreed to pay Maxim a cash fee from the gross proceeds received by us from the exercise of the Existing\nWarrants. We are registering the offer and resale of the Warrant Shares on behalf of the Selling Stockholder to satisfy our obligations\nunder the Inducement Agreement.

The Selling Stockholder, or its pledgees,\nassignees or successors-in-interest, may sell some or all of the shares covered by this prospectus in public or private transactions\nat prevailing market prices, at fixed prices or at negotiated prices. See “Plan of Distribution” for additional\ninformation. We are not selling any shares of common stock pursuant to this prospectus and will not receive any\nproceeds from the resale of the Warrant Shares by the Selling Stockholder. However, we may receive proceeds from the cash\nexercise of the Inducement Warrants. See “Use of Proceeds” for more information.

We cannot predict when or in what amounts,\nif any, the Inducement Warrants will be exercised. We have agreed to bear all expenses incurred in connection with the registration of\nthe Warrant Shares. The Selling Stockholder will pay any underwriting discounts, selling commissions and similar\nexpenses, if any, incurred in connection with the sale of the Warrant Shares.

Steven Rossi, our founder, Chief\nExecutive Officer and Chairman of the Board, owns 100% of our outstanding Series A Preferred Stock, which entitles him to 51%\nof the voting power of our outstanding voting equity. As a result, we are a “controlled company” under the corporate governance\nstandards of The Nasdaq Stock Market LLC. Although we do not currently intend to rely on the controlled company exemptions under Nasdaq\nrules, we may elect to do so in the future. See “Prospectus Summary—Implications of Being a Controlled Company.”

Our common stock is listed on\nThe Nasdaq Capital Market under the symbol “WKSP.” On October 2, 2026, the last reported sale price of our common\nstock, as reported by Nasdaq, was $0.46 per share.

We are a “smaller reporting\ncompany” as defined under the federal securities laws and have elected to comply with certain reduced reporting requirements.

Investing in our securities\ninvolves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus and under similar\nheadings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should\nbe considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission\nnor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.\nAny representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is\nnot permitted.

The date of this prospectus\nis October 2, 2026.

TABLE OF CONTENTS

Preliminary Prospectus

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

ABOUT THIS PROSPECTUS		1
THE OFFERING		8
RISK FACTORS		9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		11
USE OF PROCEEDS		11
DIVIDEND POLICY		11
PRIVATE PLACEMENT OF WARRANTS		12
SELLING STOCKHOLDERS		14
PLAN OF DISTRIBUTION		16
DESCRIPTION OF CAPITAL STOCK		18
EXPERTS		24
LEGAL MATTERS		24
WHERE YOU CAN FIND MORE INFORMATION		24
INFORMATION WE INCORPORATE BY REFERENCE		25

ABOUT THIS PROSPECTUS

This prospectus describes the general\nmanner in which the Selling Stockholder may, from time to time, offer and sell up to 4,800,526 shares of common stock issuable\nupon the exercise of the outstanding Inducement Warrants. You should rely only on the information contained in this prospectus,\nany prospectus supplement or amendment hereto and the documents incorporated by reference herein. Neither we nor the Selling\nStockholder has authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent\ninformation, you should not rely on it. This prospectus, any prospectus supplement and any amendment hereto do not constitute\nan offer to sell or a solicitation of an offer to buy the Warrant Shares in any jurisdiction in which such offer\nor solicitation would be unlawful. You should not assume that the information contained in this prospectus or any prospectus supplement\nor amendment hereto, or in any document incorporated by reference herein, is accurate as of any date other than the date of the\napplicable document.

If necessary, a prospectus supplement\nwill describe the specific manner in which the Warrant Shares may be offered and sold and may add to, update or change\ninformation contained in this prospectus. In the event of any conflict between the information contained in this prospectus and any prospectus\nsupplement, you should rely on the information contained in the prospectus supplement. In addition, if any statement\ncontained in this prospectus is inconsistent with a statement contained in a subsequently filed document incorporated\nby reference herein, the statement in the subsequently filed document will modify or supersede the earlier statement.

Neither the delivery of this prospectus\nnor any sale of the Warrant Shares pursuant to this prospectus will, under any circumstances, create any implication\nthat there has been no change in our affairs or in the information set forth or incorporated by reference herein since\nthe date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

References in this prospectus to “Worksport,”\nthe “Company,” “we,” “us” and “our,” and similar terms, refer\nto Worksport Ltd. and its subsidiaries, Worksport Ontario, a Canadian corporation, Terravis Energy, Inc., a Colorado corporation,\nWorksport New York Operations Corporation, a New York corporation, Worksport USA Operations Corporation, a Colorado corporation, Worksport\nUSA Holding Corporation, a Colorado corporation, and Worksport Acquisition Corporation, a Delaware corporation, unless otherwise stated\nor the context otherwise requires.

PROSPECTUS SUMMARY

This summary provides a brief overview\nof the key aspects of our business and the securities offered by this prospectus. This summary does not contain all of the information\nthat may be important to you, and you should read the entire prospectus carefully, including the risks of investing in our common\nstock discussed under “Risk Factors” and the information incorporated by reference into this prospectus from our filings\nwith the Securities and Exchange Commission (the “SEC”). Some of the statements contained in this prospectus, including statements\nunder “Prospectus Summary” and “Risk Factors,” as well as those incorporated herein by reference, are forward-looking\nstatements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied by such statements.

Business Overview

We design, develop, manufacture,\nand sell truck bed tonneau covers and related automotive accessories, and we are expanding our operations to include clean-energy products\nand technologies intended for mobile, off-grid, residential, and commercial applications. Our business spans the automotive aftermarket\naccessories market and select clean-energy markets, and we sell our products through a combination of wholesale, dealer, distributor,\nand direct-to-consumer channels in North America.

Products

We have developed and are\ncommercializing a series of soft and hard folding tonneau covers and energy products designed for mobile and off-grid use cases.

Soft Tonneau Covers

Our soft tonneau cover offerings\nconsist primarily of vinyl-wrapped tri-fold and quad-fold tonneau covers manufactured by third-party suppliers overseas in accordance\nwith our specifications. Soft covers include powder-coated lightweight aluminum frames, rear cam latches, quick latch functionality, and\nUV-protected vinyl tri-layer materials intended to seal around the truck bed and protect cargo from moisture and debris.

Tri-fold soft covers are\ngenerally positioned as lower-cost options, while quad-fold covers provide additional functionality by allowing fuller truck bed access\nby folding upward toward the rear window. Certain quad-fold configurations are designed to provide full bed access while limiting obstruction\nof the rear window in typical configurations.

Hard Tonneau Covers

Our hard folding tonneau\ncover offerings include tri-fold and quad-fold aluminum covers manufactured and assembled in the United States. Our hard covers incorporate\nQuick Latch functionality intended to allow single-sided operation. Hard cover panels are formed aluminum and are coated using proprietary\nfinishing processes intended to enhance durability. These covers are designed to provide a low-profile appearance and are engineered to\nalign within the truck bed for fit and ease of installation. Certain hard cover offerings may be purchased with optional rail system configurations\nintended to expand utility and improve weather resistance and sealing.

We continue to expand our\nhard cover lineup to address consumer, commercial, and fleet requirements, and we expect to continue expanding applications and fitments\nacross major truck makes, models, and bed configurations.

Our tonneau cover portfolio includes\nmultiple soft and hard folding platforms developed over time, including soft folding products marketed under the SC platform and hard\nfolding products marketed under the AL, HD, and NEXUS platforms. These product families encompass a range of tri-fold and quad-fold\nconfigurations designed to address differing customer needs related to price point, durability, access to the truck bed, and intended\nuse, including consumer, commercial, and fleet applications. We continue to expand applications and configurations across these platforms\nas part of our broader product development and commercialization strategy.

Clean-Energy Products

We are expanding beyond traditional\nautomotive accessories into clean-energy products designed to integrate power generation and energy storage into pickup truck platforms\nand other mobile environments.

SOLIS™ Solar-Integrated Tonneau Cover

SOLIS™ is a folding\nsolar-integrated tonneau cover designed to combine cargo protection with on-vehicle renewable power generation. SOLIS™ is designed\nto generate power that may be used to charge compatible energy storage systems or support mobile and off-grid power applications. SOLIS™\nis intended for use in a variety of settings, including outdoor recreation, worksite operations, emergency preparedness, and other mobile\nuse cases. We may offer SOLIS™ as a standalone product and/or in combination with other compatible energy products.

COR™ Portable Energy System.

COR™ is a portable energy storage\nsystem designed to store and deliver electrical power for mobile, off-grid, and backup power applications. COR™ is designed for\nuse as a standalone power source and is also designed to integrate with SOLIS™ for certain charging and power use cases. COR™\nrepresents the Company’s initial entry into the portable energy storage market and is intended to support a range of applications,\nincluding vocational activities, emergency backup, disaster readiness, and recreational use. Our next-generation COR Pro unit is expected\nto allow for battery swapping without a drop in power output for 15 seconds at 2000W and can be used for various activities. It can be\npurchased separately or with the SOLIS tonneau cover and is Worksport’s first product in the energy storage market.

We have also developed and\nmay offer related power management components, including charging and power regulation functionality, that may be offered as part of integrated\nsolutions or as complementary components.

Terravis Energy™\n– Aetherlux™ ZeroFrost™ Heat Pump Systems

Developed by Worksport’s subsidiary\nTerravis Energy (TVE), the AetherLux platform introduces the company’s breakthrough ZeroFrost™ heat pump technology. The\nAetherLux Pro model is designed as a Combined Cooling, Heating, and Power (CCHP) system that redefines energy efficiency in cold climates.\nBy virtually eliminating frost buildup, it maintains high performance even in extreme temperatures, while providing superior efficiency\nin all temperatures. AetherLux systems are intended for use in residential, commercial, and industrial environments, offering scalable\npower management, integrated smart controls, and compatibility with renewable energy inputs - aligning with Worksport’s long-term\nvision of a clean, decentralized energy ecosystem.

Manufacturing

Our\nmanufacturing updates reflect our commitment to quality and expansion. We outsource the production of our soft tonneau covers to a\nfacility in Foshan, China, which we began to utilize for increased output in late 2023. We have also diversified our list of raw\nmaterial suppliers and, in May 2022, acquired and set up a state-of-the-art partially automated production facility in West Seneca,\nNew York for domestic manufacturing. In 2023, we initiated early production of our first hard folding tonneau cover (made in the USA\nwith domestic and foreign parts), the Worksport AL3 Pro; it is now in active production for most major makes and models of light\ntrucks in North America. In early 2025, we introduced the American-made AL4 hard cover to the market, which was followed by the HD3\ncover in late 2025 and the NEXUS cover in early 2026. These updates demonstrate our dedication to meeting the growing demand for our products.

We utilize a hybrid\nmanufacturing and assembly model. Our soft tonneau covers and portable energy systems are manufactured by third-party suppliers overseas\nin accordance with our specifications, our hard folding tonneau covers are manufactured and assembled in the U.S., and our solar-integrated\ntonneau covers are assembled in the U.S. with domestic and foreign components.

We operate a\nmanufacturing, storage, and distribution facility in West Seneca, New York and a facility in Ozark, Missouri that supports\noperations related to assembly, research, development, testing, and distribution activities. We continue to invest in tooling,\nfixtures, and process improvements intended to improve production efficiency, quality, and scalability across our product\nlines.

We also maintain\na supplier network across multiple geographies for components used in both our tonneau covers and energy products. We believe this diversified\nsupplier approach reduces reliance on any single supplier or region and helps mitigate geopolitical and supply chain risks.

Distribution

We distribute our tonneau covers in U.S. and\nCanada through an expanding network of wholesalers, private labels, distributors, and dealers, and through online channels, including\nmajor online marketplaces and our direct-to-consumer e-commerce platform. We intend to continue expanding both business-to-business and\ndirect-to-consumer channels. We also pursue relationships with original equipment manufacturers and fleet customers where appropriate.\nThe specialty equipment aftermarket consists of three major types of customers, which include master warehouse distributors and big box\nstores, dealers and wholesalers, and retail end consumers. Master warehouse distributors and big box stores stock and distribute products\nto their customers, which are usually local dealers and wholesalers. Dealers and wholesalers are local stores which sell products to\nbusinesses and retail consumers in their area and online. Dealers purchase most of their products from their local distributor who\ndelivers to them regularly. Retail end consumers are the end users of the products.

Intellectual Property

We seek to protect our products and technologies\nthrough a combination of patents, trademarks, design registrations, and other intellectual property rights. Our intellectual property\nportfolio includes patents, designs, and trademarks covering aspects of tonneau cover designs, latching mechanisms, solar integration,\nportable energy systems, heat pump systems and components, and related technologies. We currently hold a broad collection of intellectual\nproperty rights relating to certain aspects of our parts and accessories and services. This includes patents, designs, trademarks, copyrights\nand trade secrets. Although we believe the ownership of such intellectual property rights is an important factor in our business and\nthat our success does depend in part on such ownership, we rely primarily on the innovative skills, technical competence and marketing\nabilities of our personnel.

Patents

As of December 31, 2025, our patent portfolio\nincludes approximately fourteen (14) issued utility patents in the U.S., approximately ten (10) issued utility patents outside of the\nU.S., and approximately fifty-six (56) pending utility patent applications in various jurisdictions worldwide. Our portfolio further\nincludes approximately eleven (11) issued design patents in the U.S., approximately thirty-nine (39) design patents and registrations\noutside the U.S., and approximately twenty-six (26) pending design applications in various jurisdictions worldwide. We are also in the\nprocess of preparing and filing several other utility and design patent applications across various countries and jurisdictions.

Trademarks

As of December 31, 2025, the Company had approximately\nforty-three (43) trademark registrations and fifteen (15) pending trademark applications in various jurisdictions worldwide.

Competition

Tonneau Cover Competitors

The Tonneau Cover market is dominated by RealTruck,\nbut we compete with other brands as well, such as Truck Accessories Group, Agri-Cover, Truck Covers USA, and Paragon. We aim to gain\nmarket share by being independent, innovative, lean, and competitively priced. Our small sales and customer support teams focus on building\nstrong relationships and enforcing MAP policies. Our SOLIS cover offers unique features and potential partnerships with electric truck\nmanufacturers.

We believe that being independent, innovative,\noperationally lean, and competitively priced will enable us to acquire a larger portion of the existing market share. To execute on this,\nwe have a small and effective sales team to forge strong business-to-business relationships as well as a small and effective customer\nsupport team to service both business-to-business and direct-to-consumer sales. Selling above MAP (Minimum Advertised Price) and enforcing\nthis policy will allow business customers to sell without competing with us and, in return, support the growth of the distribution base.\nWe also plan to work alongside distributors as our relationships develop – utilizing aggressive phone, mail and email campaigns\nin our distributors’ coverage areas to help grow our shared consumer bases and show commitment to our B2B customers. Our innovative\ncovers are designed to serve purposes that no other tonneau cover is currently capable of, some of which are specifically geared towards\nimproving margins for distributors. Further, the SOLIS cover’s inclusion of solar panels may be particularly attractive to electric\npickup truck original equipment manufacturers, paving the path towards an original equipment manufacturer relationship that may be lucrative\nbeyond standard tonneau cover partnerships.

Portable Power Station Competitors

The Portable Power Station market is global\nand highly fragmented, with numerous competitors such as EcoFlow, Alpha ESS Co., Ltd., Anker Technology, and Bluetti. Our strategy is\nto focus on the COR Portable Power Station Product Line and offer modular batteries for consumers to customize their stored energy capacity\nand upgrade over time.

At Worksport, we differentiate ourselves from\nour competitors through innovation, quality, onshoring, and customer focus. We believe our unique selling propositions, such as the SOLIS\nsolar tonneau cover and the COR portable power station, set us apart in the market by offering integrated solutions that address the\ngrowing demand for renewable energy and sustainable products. Unlike others, we have successfully leveraged cutting-edge technology to\ntransform traditional pickup truck accessories into multifunctional tools that enhance the utility and efficiency of vehicles. Our commitment\nto sustainability is not just a business strategy, but a core value that resonates with environmentally conscious consumers. Moreover,\nour agile business model and strategic partnerships enable us to quickly adapt to industry trends and consumer needs, ensuring we stay\nahead of the curve. In a market dominated by conventional products, Worksport stands out as a forward-thinking brand that delivers innovative,\nhigh-quality solutions designed to meet the evolving demands of modern consumers and the environment.

Supply of Components

Our soft and hard tonneau cover production\nrequires various components such as plastics, rubber, foam, aluminum, and metal. We have a diverse supplier network in countries like\nthe U.S., the People’s Republic of China (“China”), Vietnam, and Canada. We are actively reducing our reliance on countries\nwith potential geopolitical risks.

Research and\nDevelopment

We continually invest\nin research and development, acquiring new assets and developing unique tonneau cover designs and sustainable materials. Our design and\nengineering teams are based in the U.S. and Canada and work on product design, materials selection, manufacturing optimization, and the\ndevelopment of new product platforms across our tonneau cover and clean-energy offerings. We also engage third parties from time to time\nto support testing, validation, and development activities. Our recently announced partnership with KULR Group aims to develop technology\nthat may be used in future generations of the COR. Our subsidiary, TerraVis Energy, Inc., is researching and developing green energy\nsolutions, such as heat pump technologies, for homes and communities.

Through our subsidiary,\nTerraVis Energy (“TerraVis”), we are developing advanced heat pump technology intended for residential, commercial, and industrial\nheating and cooling applications. TerraVis’s AetherLux™ platform incorporates proprietary ZeroFrost™ design features\nintended to address performance challenges associated with conventional heat pumps in cold-climate environments. The AetherLux™\nPro concept is designed as a CCHP system and is intended to maintain operating efficiency across a wide range of temperatures by reducing\nor eliminating performance losses associated with frost buildup. AetherLux™ systems are being designed with scalability, integrated\ncontrol functionality, and compatibility with renewable energy inputs in mind. TerraVis’s activities are currently focused on research,\ndevelopment, and evaluation, and these technologies have not yet been commercialized.

Governmental Programs, Incentives and\nRegulations

Globally, both the operation of our business\nand the ownership of our products by our customers are impacted by various government programs, incentives, and other arrangements. Our\nbusiness and products are also subject to numerous governmental regulations that vary among jurisdictions.

Programs and Incentives

We have applied for and been granted tax,\nmortgage, wage, and energy cost relief in New York in addition to wage cost and R&D cost relief in Ontario. These programs are provided\nby several agencies including the Erie County Industrial Development Agency, Empire State Development, NY Power Authority, and the Canada\nRevenue Agency. Each of these incentive programs includes its own set of guidelines and requirements, including but not limited to timely\neligibility reporting, environmental regulation compliance, and headcount projection realization – each of which we have agreed\nto and must abide by in order to continue realizing said incentives. We additionally receive incentives related to the hiring and employment\nof interns in Ontario.

We continue to seek additional incentives\nand grants in order to lower our operational costs as well as commit less capital to new product initiatives.

Regulations

Our energy storage products involve lithium-ion\nbatteries and are subject to evolving domestic and international regulations related to the manufacture, labeling, transportation, storage,\nand disposal of lithium-ion battery products. We also operate in jurisdictions subject to various governmental programs, incentives,\nand regulatory regimes applicable to manufacturing operations and clean-energy related activities.

Environmental\nMatters

We are committed to high environmental standards\nand carry out our activities and operations in compliance with all relevant and applicable environmental regulations and best industry\npractices. Costs of environmental regulatory compliance are not expected to be significant.

Human Capital\nResources

As of December 31, 2025, we employed one hundred\nand three (103) full-time employees and five (5) part-time employees in the U.S. and further employed thirteen (13) full-time employees\nand one (1) part-time employee in Canada. We intend to hire additional employees as operations grow – particularly within our West\nSeneca, NY manufacturing facility. We utilize temporary labor and, from time to time, engage independent contractors and consultants\nto support our operations.

Compensation and Benefits

We believe that compensation should be competitive\nand equitable and should enable employees to share in our success. We recognize our employees are most likely to thrive when they have\nresources and support to meet their needs and succeed in their professional and personal lives. In support of this, we offer a variety\nof benefits for employees, such as group insurance, HRAs, supplemental insurance, paid time off, and 401k benefits, and we invest in\ntools and resources that are designed to support employees’ growth and development.

Inclusion and Diversity

We remain committed to our vision to build\nand sustain a more inclusive workforce that is representative of the communities we serve. We continue to work to increase diverse representation,\nfoster an inclusive culture, and support equitable pay and access to opportunity for all employees.

Engagement

We believe that open and honest communication\namong team members, managers, and leaders helps create an open, collaborative work environment, where everyone can contribute, grow and\nsucceed. Team members are encouraged to come to their managers with questions, feedback or concerns.

Health and Safety

We are committed to protecting our team members\neverywhere we operate and, as such, supporting employees with general safety training. We have also taken additional health and safety\nmeasures during and after the COVID-19 pandemic.

Recent Financings and Warrant Inducement Transactions

December 2025 Warrant Inducement

On December 11, 2025, we entered into\nthe Inducement Agreement with the Selling Stockholder pursuant to which the Selling Stockholder agreed to exercise for cash certain outstanding\nwarrants to purchase shares of our common stock in exchange for the Inducement Warrants. In connection with this transaction,\nthe Selling Stockholder exercised warrants to purchase an aggregate of 2,194,526 shares of common stock at an exercise price of\n$2.90 per share, and we issued Inducement Warrants to purchase an aggregate of 3,840,421 shares of common stock at an exercise\nprice of $3.00 per share, subject to adjustment. We received aggregate gross proceeds of approximately $6.4 million from the exercise\nof the outstanding warrants.

August 2026 Warrant Inducement

On August 27, 2026, we entered into the\nInducement Agreement with a certain holder of the Existing Warrants. Pursuant to the Inducement Agreement, the holder agreed to\nexercise for cash 3,840,421 Existing Warrants at a reduced exercise price of $0.60 per share, and we issued 4,800,526 new Inducement\nWarrants, representing 125% of the shares subject to the Existing Warrants exercised, at an exercise price of $0.60 per share.\nThe closing occurred on August 28, 2026. We received aggregate gross proceeds of approximately $2,304,253 before\ndeducting placement agent fees and other offering expenses and engaged Maxim Group LLC as our exclusive financial advisor in connection\nwith the transaction. This prospectus relates to the resale of the shares of common stock issuable upon exercise of these new\nInducement Warrants.

Regulation A Offering

Between June 2025 and October\n2025, we conducted a Regulation A offering pursuant to which we sold units consisting of shares of Series C Preferred Stock and accompanying\nwarrants, generating aggregate gross proceeds of approximately $10.0 million before fees and expenses.

February 2025 Warrant Inducement

On February 27, 2025, the Company\nentered into a warrant exercise inducement agreement with the holder of certain existing warrants originally issued on May 29, 2024.\nPursuant to the agreement, the holder exercised warrants to purchase 1,295,000 shares of the Company’s common stock at a reduced\nexercise price of $5.198 per share, resulting in gross proceeds of approximately $6.7 million, before placement agent fees and other\noffering expenses.

Recent Developments

Since\nthe filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 26, 2026, the following\ndevelopments have occurred:

●\nChief Financial Officer Transition. On April 30, 2026, Michael Johnston resigned as our Chief Financial Officer, Principal Financial\nOfficer and Principal Accounting Officer. Mr. Johnston’s resignation was not the result of any disagreement with us regarding our\noperations, policies or practices. Effective May 1, 2026, the Board of Directors appointed Jennifer Kartychak as Chief Financial Officer,\nPrincipal Financial Officer and Principal Accounting Officer. Ms. Kartychak had served as our Vice President of Finance since January\n1, 2026 and previously provided consulting services to us through Arend Advisory Group LLC since August 2023.

●\nZeroFrost™ Heat Pump Patent. On May 26, 2026, we secured a U.S. patent through our subsidiary, Terravis Energy, Inc., for\nour ZeroFrost™ heat pump technology, which is designed to prevent system freeze-up and maintain performance in cold-climate conditions.

●\nJune 2026 Registered Direct Offerings. On June 17 and June 18, 2026, we entered into securities purchase agreements with an investor\npursuant to which we issued and sold (i) 208,333 shares of common stock and common stock purchase warrants to purchase up to 208,333\nshares of common stock at an exercise price of $1.50 per share (with a cashless exercise feature for 1.4 shares per share exercised)\nin a first registered direct offering at an offering price of $1.20 per unit, for aggregate gross proceeds of $250,000, and (ii) 675,529\nshares of common stock in a second registered direct offering at an offering price of $0.70 per share, for aggregate gross proceeds of\napproximately $472,870. The offerings were conducted under our existing shelf registration statement on Form S-3 (File No. 333-291582).\nD. Boral Capital LLC acted as placement agent.

●\nDistribution Expansion. On July 22, 2026, we announced our first multinational distribution partner relationship with Meyer Distributing.

●\nNasdaq Minimum Bid Price Deficiency Notice. On August 13, 2026, we received written notice from the Listing Qualifications Department\nof The Nasdaq Stock Market LLC informing us that, based upon the closing bid price of our common stock for the 30 consecutive business\ndays from July 1, 2026 through August 12, 2026, we no longer satisfy the minimum bid price requirement of $1.00 per share under Nasdaq\nListing Rule 5550(a)(2). We have 180 calendar days, or until February 9, 2027, to regain compliance. During this period, our common stock\nwill continue to trade on the Nasdaq Capital Market.

●\n2026 Annual Meeting of Shareholders. On September 3, 2026, we held our 2026 annual meeting of shareholders, at which our shareholders\n(i) elected the five director nominees named in our proxy statement, (ii) ratified the appointment of Lumsden & McCormick, LLP as\nour independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approved, on an advisory and non-binding\nbasis, a proposal expressing stockholder support for the Board of Directors to consider declaring special dividends in connection with\nthe sale of any business unit or material asset of the Company, and (iv) authorized the Board of Directors to effect reverse and/or forward\nstock splits.

Corporate History

The Company was incorporated in the State\nof Nevada on April 2, 2003 under the name Franchise Holdings International, Inc. In December 2014, the Company acquired Worksport Ltd.,\nan Ontario corporation formed in 2011, which became a wholly owned subsidiary. In May 2020, the Company changed its name to Worksport\nLtd.

On March 18, 2025, the Company effected a\n1-for-10 reverse stock split of its issued and outstanding common stock in order to regain compliance with the minimum bid price requirement\nunder Nasdaq Listing Rule 5550(a)(2). In connection with the reverse stock split, the authorized number of shares of common stock was\nproportionally reduced from 299,000,000 shares to 29,900,000 shares.

On April 17, 2025, the Company filed an amendment\nto its amended and restated articles of incorporation, effective May 19, 2025, increasing the total number of authorized shares of capital\nstock from 30,900,000 to 55,000,000, consisting of 45,000,000 shares of common stock and 10,000,000 shares of preferred stock.

Available Information

Our Annual Reports on Form\n10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d)\nof the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. Such reports and other information\nfiled by us with the SEC are available free of charge at investors.worksport.com/stock-information when such reports are available\non the SEC’s website. We periodically provide certain information for investors on our corporate website, worksport.com,\nand our investor relations website, investors.worksport.com. This includes press releases and other information about financial\nperformance, information on environmental, social and governance matters, and details related to our annual meeting of shareholders. The\ninformation contained on the websites referenced in this prospectus is not incorporated by reference into this filing. Further, our references\nto website URLs are intended to be inactive textual references only.

Executive Offices

Our principal corporate office\nand manufacturing, storage, and distribution facility is located at 2500 N. America Dr., West Seneca, NY 14224, U.S. We additionally have\na U.S.-based R&D facility located at 967 W. State Hwy NN, Suite(s) C, D, E & F, Ozark, MO 65721. In addition, TerraVis has a location\nat 391 Steelcase Road, West, Unit 17, Markham, ON L3R 3V9.

Our main telephone number\nis (888) 554-8789, and our main website is www.worksport.com. The contents of our website are not incorporated by reference into\nthis prospectus.

Summary of Risks Related to\nOur Business

An\ninvestment in our securities involves a high degree of risk. The risks described below are a summary of certain material risks we\nface and are not the only risks we face. You should carefully consider these risks together with the more detailed discussion of\nrisks contained under the heading “Risk Factors” beginning on page 9 of this prospectus and in the documents\nincorporated by reference herein, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q\nand Current Reports on Form 8-K, before making an investment decision.

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	●	We have expressed substantial\n doubt about our ability to continue as a going concern. We have a history of operating losses, an accumulated deficit, and have relied\n primarily on equity and debt financings to fund our operations. Our ability to continue as a going concern depends on our ability\n to generate positive cash flows from operations and to obtain additional financing on acceptable terms, if at all.

	●	Our business, results of operations\n and financial condition could be adversely affected by the effects of widespread public health events or outbreaks that are beyond\n our control. Such events could have a material adverse effect on our business or may exacerbate other risks.

	●	We will require additional capital to fund our operations, and such\n capital may not be available on acceptable terms, or at all. Any future equity or equity-linked financing would dilute\n to existing stockholders, and debt financing could impose restrictive covenants, require significant cash payments, or limit our\n operational flexibility.

	●	We have only sold tonneau covers,\n the market size of which is limited. Our long-term results depend upon our ability to successfully introduce and market new products,\n which may expose us to new and increased challenges and risks. Consistent with our strategy of offering new products and product\n refinements, we expect to continue to use a substantial amount of capital for product refinement, research and development, and\n sales and marketing, which may not provide a return on investment in the event we fair to bring potential products to market.

	●	The market price of our common stock may not exceed the exercise\n price of the Inducement Warrants, and the Inducement Warrants may not be exercised for cash. If the Inducement Warrants are not exercised\n for cash, we will not receive proceeds from such warrants, which could adversely affect our liquidity and capital resources.

	●	The trading price of our common stock has been volatile and\n may continue to be volatile, and we may be unable to maintain compliance with Nasdaq’s continued listing requirements. If our\n common stock falls below the $1.00 minimum bid price and we are unable to regain compliance with Nasdaq listing standards,\n our common stock could be delisted, which would materially adversely affect its liquidity and market value.

	●	Our stock ownership structure has the effect of concentrating voting\n control with our Chief Executive Officer and Chairman, Steven Rossi, which will limit the ability of other stockholders\n to influence the outcome of important decisions. This concentration in ownership could delay or prevent a change in control\n of our Company or otherwise discourage a potential acquirer from attempting to obtain control of our Company, which in turn could\n reduce the price of our stock.

	●	We do not intend to declare any dividends on our common\n stock in the foreseeable future. As a result, investors must rely on appreciation in the trading price of our common stock\n for any return on their investment.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,”\nas defined in the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting\ncompanies. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based\non our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event\nwe have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700\nmillion, annual revenues of $100 million or more during the most recently completed fiscal year.

We may choose to take advantage\nof some, but not all, of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly,\nthe information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Being a Controlled Company

Our President, Chief Executive Officer\nand Chairman of the Board of Directors (the “Board”), Steven Rossi, owns 100% of our outstanding Series A Preferred\nStock, which under the Certificate of Designation of the Series A Preferred Stock entitles him to 51% of the total voting power of our\noutstanding voting equity, effectively renders Worksport a “controlled company” within Nasdaq’s regulatory framework.\nAccording to the Nasdaq Marketplace Rules, a “controlled company” is defined as a company in which more than 50% of the voting\npower for the election of directors is held by an individual, a group, or another company.

The Nasdaq Marketplace Rules\nprovide controlled companies with exemptions from certain corporate governance requirements, including the requirements (i) that a majority\nof the Board consist of independent directors, (ii) to have a governance committee that is composed entirely of independent directors\nwith a written charter addressing the committee’s purpose and responsibilities, (iii) to have a compensation committee that is composed\nentirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (iv) that the\ncompensation committee considers certain independence factors when engaging legal counsel and other committee advisors and (v) for an\nannual performance evaluation of the governance and compensation committees.

Although we do not intend\nto rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in\nthe future. If we elect to rely on the “controlled company” exemption, a majority of the members of the Board might not be\nindependent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent\ndirectors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate\ngovernance requirements.

THE OFFERING

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Number of Common Stock registered by us on behalf of the Selling Stockholder named in this prospectus		4,800,526 shares issuable upon exercise of the Inducement Warrants.

Common Stock outstanding after this offering⁽¹⁾		19,993,672 shares, assuming all of the Inducement\n Warrants are exercised.

Use of Proceeds		We will not receive any proceeds from the common stock\n offered by the Selling Stockholder under this prospectus. However, we will receive the proceeds of any cash exercise of the Inducement\n Warrants. If all of the Inducement Warrants are exercised for cash at $0.60 per share, we will receive gross proceeds of approximately\n $2,880,316. We intend to use the net proceeds from any cash exercise of the Inducement Warrants for working capital and general\n corporate purposes. See “Use of Proceeds.”

Market for Common Stock		Our Common Stock is listed on Nasdaq under the symbol “WKSP.”\n on October 2 2026, the last reported sale price of our common stock on Nasdaq was $0.46 per share. There is\n no established trading market for the Inducement Warrants, and we do not intend to apply to list them on any exchange or to have\n them quoted on an interdealer quotation system. Without a trading market, the liquidity of the Inducement Warrants will be extremely\n limited.

Risk Factors		See “Risk Factors” beginning on page 9\n and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in\n our securities.

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(1)

Based\n on approximately 19,993,672 shares of common stock outstanding as of October 2, 2026, after giving effect to the exercise of 3,840,421 Existing Warrants in\n the August 2026 warrant inducement transaction. The number of shares of common stock\n outstanding after this offering assumes the exercise of all 4,800,526 Inducement Warrants\n and excludes the following:

	●	59,250 shares of our common stock issuable pursuant\n to options granted pursuant to the Worksport 2015 Equity Incentive Plan with a weighted exercise of $8.10 per share, of which a total\n of 45,500 option shares have vested;

	●	18,000 shares of our common stock issuable pursuant\n to options granted pursuant to the Worksport 2021 Equity Incentive Plan with a weighted exercise of $7.27 per share, of which a total\n of 18,000 have vested;

	●	1,415,621 shares of our common stock issuable\n pursuant to options granted pursuant to the Worksport 2022 Equity Incentive Plan with a weighted exercise of $2.16 per share,\n of which a total of 383,121 option shares have vested;

	●	30,000 shares of common stock underlying performance\n stock units (“PSUs”), granted pursuant to the Worksport 2022 Equity Incentive Plan, of which 7,500 PSUs have vested;

	●	452,798 shares of common stock underlying\n restricted stock units.

	●	803,440 of our common stock issuable pursuant to\n options granted with a weighted exercise of $5.26 per share, of which a total of 326,720 option shares have vested;

	●	60,000 shares of our common stock issuable upon\n the exercise of warrants issued with an exercise price of $40.00, expiring on December 31, 2026;

	●	100,000\n shares of our common stock issuable upon the exercise of warrants issued with an exercise\n price of $4.00, expiring March 2, 2028;

	●	100,000\n shares of our common stock issuable upon the exercise of warrants issued with an exercise\n price of $5.00, expiring March 2, 2028; \n

	●	3,074,588 of our common stock issuable upon\n the exercise of warrants issued in connection with our Regulation A offering, expiring between June 2028 and October 2028; and

	●	190,000\n shares of our common stock issuable upon the exercise of warrants issued with an exercise\n price of $4.00, expiring on September 21, 2029. \n

RISK FACTORS

Investing in our securities involves\na high degree of risk. You should consider carefully the risks described below, together with all of the other information included or\nincorporated by reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our\nAnnual Report on Form 10-K for the year ended December 31, 2025, which has been filed with the SEC and is incorporated by reference in\nthis prospectus, as well as any updates thereto contained in subsequent filings with the SEC or any free writing prospectus, before deciding\nwhether to purchase our securities in this offering. All of these risk factors are incorporated herein in their entirety. The risks described\nbelow and incorporated by reference are material risks currently known, expected or reasonably foreseeable by us. However, the risks\ndescribed below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may\nalso affect our business, operating results, prospects or financial condition. If any of these risks actually materialize, our business,\nprospects, financial condition, and results of operations could be seriously harmed. This could cause the trading price of our common\nstock and the value of the warrants to decline, resulting in a loss of all or part of your investment.

We have expressed substantial doubt\nabout our ability to continue as a going concern.

Our independent registered\npublic accounting firm’s report on our audited financial statements includes an explanatory paragraph expressing substantial doubt\nabout our ability to continue as a going concern. We have a history of operating losses, have never generated a profit, and have relied\nprimarily on equity and debt financings to fund our operations. For the year ended December 31, 2025, we incurred a net loss of approximately\n$19.4 million, and an accumulated deficit of approximately $83.9 million. As of December 31, 2025, we had cash and cash equivalents of\napproximately $5.9 million and had availability on our revolving line of credit of approximately $3.4 million. For the six months ended\nJune 30, 2026, we incurred a net loss of approximately $9.8 million and an accumulated deficit of approximately $93.7 million. As of\nJune 30, 2026, we had cash and cash equivalents of approximately $1.2 million and had availability on our revolving line of credit of\napproximately $0.8 million.

Our ability to continue\nas a going concern depends on our ability to generate positive cash flows from operations and to obtain additional financing on acceptable\nterms, if at all. We expect to continue to incur operating losses as we scale our operations and invest in product development, manufacturing,\nand commercialization. There can be no assurance that we will achieve profitability or generate sufficient cash flows from operations\nin the future. If we are unable to obtain additional financing when needed, our liquidity, financial condition, and ability to continue\noperations could be materially and adversely affected.

We will require additional capital to fund our\noperations, and such capital may not be available on acceptable terms, or at all.

We expect to require additional\ncapital to fund working capital needs, capital expenditures, product development, manufacturing scale-up, sales and marketing activities,\nand ongoing operating losses. Our future capital requirements will depend on many factors, including the pace of commercialization of\nour products, customer demand, manufacturing costs, and operating expenses.

Additional financing may\nnot be available when needed or on terms acceptable to us. Any future equity or equity-linked financing would dilute existing stockholders,\nand debt financing could impose restrictive covenants, require significant cash payments, or limit our operational flexibility. If we\nare unable to obtain sufficient capital to support our operations and growth strategy, our business, financial condition, and results\nof operations could be materially and adversely affected.

The market price of our Common Stock may not\nexceed the $0.60 exercise price of the Inducement Warrants, and the Inducement Warrants may not be exercised for cash.

The exercise price of the Inducement\nWarrants is $0.60 per share. If the market price of our common stock does not exceed the exercise price during the exercise period,\nholders of the Inducement Warrants may be unlikely to exercise the Inducement Warrants for cash. As a result, we may not receive any\ncash proceeds from the exercise of the Inducement Warrants, which could adversely affect our liquidity and capital resources.

Sales of a substantial number of shares by the\nSelling Stockholder could adversely affect the market price of our Common Stock.

The Selling Stockholder may sell a significant\nnumber of shares of our common stock into the public market. Such sales, or the perception that such sales may occur, could adversely\naffect the market price of our common stock or increase volatility. The Selling Stockholder is not restricted as to the timing\nor amount of sales, and we cannot predict the effect that such sales may have on the trading price of our common stock.

The trading price of our Common Stock has been\nvolatile and may continue to be volatile.

The trading price of our common stock\nhas experienced significant volatility and may continue to fluctuate in response to various factors, including sales of shares by the\nSelling Stockholder, the exercise or potential exercise of warrants, general market conditions, and other factors beyond our control.\nAs a result, investors may experience losses regardless of our operating performance.

If we\nare unable to maintain compliance with Nasdaq’s minimum bid price requirement, we could be delisted, and Nasdaq rules may limit\nour ability to regain compliance through a reverse stock split.

Our common stock is listed on\nThe Nasdaq Capital Market, which requires listed companies to maintain a minimum bid price of $1.00 per share. In March 2025, we effected\na 1-for-10 reverse stock split in order to regain compliance with this requirement. There can be no assurance that we will be able to\nmaintain compliance with the minimum bid price requirement in the future.

Nasdaq rules limit the ability\nof companies that have effected a recent reverse stock split to regain compliance with the minimum bid price requirement through an additional\nreverse stock split within a specified period. As a result, if our Common Stock were again to fall below the minimum bid price requirement\nand we were unable to regain compliance through other means, we could be subject to delisting from Nasdaq. A delisting could materially\nand adversely affect the liquidity, market price, and trading volume of our Common Stock and could impair our ability to raise capital.

The issuance and exercise of the Inducement\nWarrants may result in substantial dilution to our stockholders, and the discounted exercise price may place downward pressure on our\nCommon Stock.

We are registering up to 4,800,526 shares\nof common stock issuable upon exercise of the Inducement Warrants. The Inducement Warrants have an exercise price of $0.60 per\nshare, which is significantly discounted relative to the market price of our common stock as of the date of this prospectus. If\nall of the Inducement Warrants are exercised, our outstanding common stock would increase from approximately 19,993,672\nto approximately 24,794,198 shares, before giving effect to other issuances. In addition, the number of Inducement Warrant shares\nrepresents 125% of the 3,840,421 Existing Warrant shares exercised in the August 2026 transaction, increasing the potential dilutive\nimpact on existing stockholders. Resales of the shares covered by this prospectus, or the perception that such resales may occur, could\nalso place downward pressure on the market price of our common stock.

The restrictions on\nour ability to issue securities and engage in Variable Rate Transactions may limit our financing flexibility.

Under the Inducement Agreement, subject\nto specified exceptions, we generally may not issue or agree to issue common stock or common stock equivalents or file\nanother registration statement until 60 days after the closing date. We also may not effect or agree to effect any variable\nrate transaction until six (6) months after the closing date, except that, after 60 days following the closing date,\nissuances under the “at-the-market” program in effect as of August 27, 2026 are not treated as variable rate transactions.\nThese restrictions could limit our ability to raise capital, respond to changing market conditions, or pursue financing opportunities\non a timely basis.

We do not intend to pay dividends on our Common\nStock in the foreseeable future.

We currently intend to retain any future\nearnings to fund operations and growth and do not expect to pay cash dividends on our common stock in the foreseeable future.\nAccordingly, investors must rely on appreciation in the market price of our common stock for any return on their investment.

We are a controlled company, and our Chief Executive\nOfficer and Chairman controls a majority of the voting power of our outstanding voting equity.

Our Chief Executive Officer and Chairman\nowns 100% of our outstanding Series A Preferred Stock, which entitles him to 51% of the voting power of our outstanding voting equity.\nAs a result, we are a “controlled company” under the corporate governance standards of Nasdaq, and our Chief Executive\nOfficer and Chairman has the ability to control the outcome of matters submitted to our stockholders for approval, including\nthe election of directors and the approval of significant corporate transactions. This concentration of voting control may discourage\nor prevent transactions that our other stockholders may consider beneficial and may adversely affect the trading price\nof our common stock. As a controlled company, we are eligible for exemptions from certain Nasdaq corporate governance requirements,\nincluding requirements relating to a majority independent board of directors and independent compensation and nominating committees.\nWe do not currently rely on these exemptions, but we may elect to do so in the future. If we elect to rely on any of these exemptions,\nour stockholders may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate\ngovernance requirements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, the documents\nincorporated by reference herein and therein, and other written and oral statements we make from time to time contain certain “forward-looking”\nstatements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify these forward-looking\nstatements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,”\n“target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,”\n“will,” “potential,” “opportunity,” “future” and other words and terms of similar meaning\nand expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements\nby the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations\nand involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them, and could cause actual\noutcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business strategy,\nour research and development, our product development efforts, our ability to commercialize our product candidates, the activities of\nour licensees, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of\nnew accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds\nas well as our plans, objectives, expectations and intentions.

We have included more detailed\ndescriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause\nactual results to differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus\nand the documents incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our\nfilings with the SEC. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and\nassumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors\nnot to place significant reliance on forward-looking statements; such statements need to be evaluated in light of all the information\ncontained and incorporated by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and\nwe undertake no obligation to update or revise these statements.

USE OF PROCEEDS

We will not receive any proceeds from\nthe sale of the shares underlying the Inducement Warrants by the Selling Stockholder. However, we will receive proceeds from the exercise\nof the Inducement Warrants by the Selling Stockholder to the extent they are exercised for cash. We estimate that the net proceeds that\nwe would receive from the exercise of all 4,800,526 Inducement Warrants at an exercise price of $0.60 per share will be approximately\n$2,880,316. We do not know, however, whether any of the Inducement Warrants will be exercised or, if any of the Inducement Warrants\nare exercised, when they will be exercised. It is possible that the Inducement Warrants will expire and never be exercised. There are\ncircumstances under which the Inducement Warrants may be exercised on a cashless basis. In these circumstances, even if the Inducement\nWarrants are exercised, we may not receive any proceeds, or the proceeds that we do receive may be significantly less than what we might\nexpect. We intend to use the aggregate net proceeds from the exercise of the Inducement Warrants for general corporate and working capital\npurposes. The actual allocation of proceeds realized from the exercise of these Inducement Warrants will depend upon the amount and timing\nof such exercises, our operating revenues and cash position at such time and our working capital requirements. The Selling Stockholder\nwill pay any expenses incurred by the Selling Stockholder for brokerage, accounting, tax or legal services or any other expenses incurred\nby the Selling Stockholder in disposing of its shares of common stock. We will bear all other costs, fees and expenses incurred\nin effecting the registration of the shares covered by this prospectus, including, without limitation, all registration fees and fees\nand expenses of our counsel and our accountants.

DIVIDEND POLICY

We have never declared or paid any cash\ndividends on our common stock. We intend to retain future earnings, if any, to finance the operation of our business and do not\nanticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made\nat the discretion of our Board after considering our financial condition, results of operations, capital requirements, business prospects\nand other factors our Board deems relevant, and subject to the restrictions contained in any future financing instruments, and the\nrights and preferences of any outstanding preferred stock, including our Series C Preferred Stock.

PRIVATE PLACEMENT OF INDUCEMENT WARRANTS

Issuance\nand Inducement Transaction

The Inducement Warrants\nwere issued in a private offering (the “Warrant Inducement Offering”) pursuant to the Inducement Agreement, between\nthe Company and the Selling Stockholder, which was the holder of the Existing Warrants. The Inducement Warrants were issued in\nconnection with an inducement transaction pursuant to which the Selling Stockholder agreed to exercise for cash all of its Existing\nWarrants. The transaction closed on August 28, 2026 (the “Closing Date”). The Inducement Warrants were issued pursuant\nto the exemption from registration under Section 4(a)(2) of the Securities Act, and neither the Inducement Warrants nor the Inducement\nWarrant Shares were registered at issuance.

Pursuant to the Inducement Agreement, the Selling\nStockholder agreed to exercise for cash all of the Existing Warrants, which were issued on December 12, 2025 and entitled it to purchase\nan aggregate of 3,840,421 shares of common stock at an exercise price of $3.00 per share, at a reduced exercise price of\n$0.60 per share. The Company received aggregate gross proceeds of approximately $2,304,253 from the exercise of the Existing\nWarrants, before deducting placement agent fees and other offering expenses. In exchange, the Company issued 4,800,526 Inducement Warrants,\nrepresenting 125% of the 3,840,421 shares subject to the Existing Warrants, at an exercise price of $0.60 per share. The Company engaged\nMaxim Group LLC as its exclusive financial advisor in connection with the transaction and will pay Maxim a cash fee from the gross proceeds.

Number of\nShares; Exercise Price

The Inducement Warrants are exercisable\nfor an aggregate of 4,800,526 shares of common stock at an exercise price of $0.60 per share, subject to adjustment as described\nbelow.

Term; Exercisability

Each Inducement Warrant is exercisable at any time and from time to time\non or after the Initial Exercise Date and will expire on the fifth anniversary of the Initial Exercise Date.

The Inducement Warrants are\nexercisable, at the option of the holder, in whole or in part, by delivery of a duly executed notice of exercise and payment of the applicable\nexercise price in cash or, in certain circumstances, on a cashless basis.

Cashless\nExercise

If at the time of exercise there is no\neffective registration statement registering, or no prospectus available for the resale of, the Inducement Warrant Shares, the holder\nmay elect to exercise the Inducement Warrants on a cashless basis. In that event, the holder will receive a number of shares of common\nstock determined in accordance with the formula set forth in the Inducement Warrants.

Beneficial\nOwnership Limitation

The Inducement Warrants provide that\na holder, together with its affiliates and any attribution parties, may not exercise any portion of the Inducement Warrants to the extent\nthat, immediately after giving effect to the exercise, the holder would beneficially own more than 4.99% (or 9.99% if elected by the\nholder prior to issuance) of the Company’s outstanding common stock.

The holder may increase or decrease the\nbeneficial ownership limitation by notice to the Company, but the limitation may not exceed 9.99% of the outstanding shares of common\nstock, and any increase will not be effective until the 61st day after the notice is delivered to the Company.

Anti-Dilution\nAdjustments

The Inducement Warrants contain customary\nanti-dilution provisions providing for proportional adjustments to the exercise price and the number of shares of common stock\nissuable upon exercise in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions, reorganizations,\nFundamental Transactions or similar transactions affecting the common stock or the exercise price.

Fundamental\nTransactions

The Inducement Warrants contain customary\nprovisions that apply upon the occurrence of certain “Fundamental Transactions.” A Fundamental Transaction includes, among\nother things: (i) any merger or consolidation of the Company with or into another entity, (ii) any sale, lease, license, transfer or\nother disposition of all or substantially all of the Company’s assets, (iii) the completion of a tender offer or exchange offer\npursuant to which holders of the Company’s common stock are permitted to tender or exchange their shares for other securities,\ncash or property and which is accepted by holders of more than 50% of the Company’s outstanding common stock or more than\n50% of the voting power of the Company’s common equity, (iv) any reclassification, recapitalization or reorganization of the Company’s\ncommon stock or any compulsory share exchange pursuant to which the Common Stock is converted into or exchanged for other securities,\ncash or property, or (v) any stock or share purchase agreement or other business combination pursuant to which another person or group\nacquires more than 50% of the Company’s outstanding common stock or more than 50% of the voting power of the Company’s\ncommon equity.

Upon the occurrence of a Fundamental\nTransaction, and upon any subsequent exercise of the Inducement Warrants, the holder will be entitled, at its option and without regard\nto any limitation on exercise, to receive, for each share of common stock issuable upon exercise of the Inducement Warrants immediately\nprior to such Fundamental Transaction, the same type and amount of securities, cash or other property (the “Alternate Consideration”)\nthat the holder would have received if the Inducement Warrants had been exercised immediately prior to the consummation of such Fundamental\nTransaction. If holders of the Company’s common stock are given a choice of consideration in connection with a Fundamental\nTransaction, the holder of the Inducement Warrants will be entitled to make the same election upon exercise of the Inducement Warrants.

In connection with a Fundamental\nTransaction, the exercise price of the Inducement Warrants will be equitably adjusted to reflect the value of the Alternate Consideration,\nand the Company is required to allocate the exercise price among the components of the Alternate Consideration in a reasonable manner\nreflecting their relative values.

In addition, upon the occurrence\nof a Fundamental Transaction in which the Company is not the survivor, any successor entity will be required to assume the Company’s\nobligations under the Inducement Warrants. The Company or any successor entity will also, at the holder’s option exercisable concurrently\nwith, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the\napplicable Fundamental Transaction), be required to purchase the unexercised portion of the Inducement Warrants for cash equal to the\nBlack-Scholes Value of the remaining unexercised portion of the Inducement Warrants, calculated as of the date of consummation of the\nFundamental Transaction using the Black-Scholes option pricing model and assumptions specified in the Inducement Warrants.

If the Fundamental Transaction is not\nwithin the Company’s control, including where the transaction is not approved by the Company’s Board of Directors, the holder’s\nentitlement will be limited to receiving the same type or form of consideration, and in the same proportion, valued at the Black-Scholes\nValue of the unexercised portion of the Inducement Warrants, that is offered and paid to the holders of the Company’s common\nstock in connection with the Fundamental Transaction. If holders of the Company’s common stock are not offered or paid\nany consideration, they will be deemed to have received common stock of the successor entity in the Fundamental Transaction.

The holder may exercise these\nrights concurrently with, or within 30 days after, the consummation of the Fundamental Transaction or, if later, the public announcement\nof the applicable Fundamental Transaction, as provided in the Inducement Warrants. These provisions are intended to preserve the economic\nvalue of the Inducement Warrants in the event of a change in control or similar transaction.

Rights as\na Stockholder

Except as otherwise provided in the Inducement\nWarrants or by virtue of the holder’s ownership of shares of the Company’s common stock, the holder of Inducement\nWarrants does not have voting rights or other rights or privileges of a holder of the Company’s common stock until exercise.\nThe Inducement Warrants do, however, provide holders with the right to participate in distributions or dividends paid on the Company’s\ncommon stock as provided in the Inducement Warrants.

Waivers and Amendments

The Inducement Warrants may\nbe modified or amended or the provisions of the Inducement Warrants waived with the Company’s and the holder’s written consent.

Exchange\nListing

There is no established trading\nmarket for the Inducement Warrants, and the Company does not expect an active trading market to develop. The Company does not intend to\napply for the listing of the Inducement Warrants on any national securities exchange or other trading market. Without a trading market,\nthe liquidity of the Inducement Warrants will be extremely limited.

Resale Registration;\nProceeds

Pursuant to the Inducement\nAgreement, the Company agreed to file a registration statement on Form S-3 (or another appropriate form if the Company is not then eligible\nto use Form S-3) covering the resale of the Inducement Warrant Shares on or before the 40th calendar day following August 27, 2026, and\nto use its best efforts to cause the registration statement to become effective within 60 calendar days following August 27, 2026 (or,\nin the event of a “full review” by the SEC, by the 90th calendar day following August 27, 2026). The Company also agreed to\nkeep the registration statement effective at all times until no holder of the Inducement Warrants owns any Inducement Warrants or Inducement\nWarrant Shares. If the registration statement is not filed by the filing deadline or declared effective by the applicable effectiveness\ndeadline, the Company will be required to pay each holder partial liquidated damages equal to 1.0% of the aggregate exercise price of\nthe Inducement Warrants held by that holder on each applicable event date and monthly anniversary until the applicable requirement is\nsatisfied, prorated daily for partial months; if any such amount is not paid within seven days after it is due, interest will accrue at\n18% per annum or the maximum lawful rate, if lower.

The Inducement Agreement also restricts\nthe Company, subject to specified exceptions, from issuing or agreeing to issue common stock or common stock equivalents\nor filing another registration statement until 60 days after the Closing Date. It further restricts the Company from effecting or agreeing\nto effect any variable rate transaction until six (6) months after the Closing Date, except that, after 60 days following the\nClosing Date, the issuance of shares of common stock pursuant to the Company’s “at-the-market” program in effect\nas of August 27, 2026 will not be treated as a variable rate transaction.

The Company will not receive any proceeds\nfrom the resale of the shares of common stock by the Selling Stockholder pursuant to this prospectus. However, the Company will\nreceive proceeds from the cash exercise of any Inducement Warrants. If all 4,800,526 Inducement Warrants are exercised for cash at $0.60\nper share, the Company would receive approximately $2,880,316, before any applicable expenses. The Company intends to use such\nproceeds for general corporate and working capital purposes.

The description above is\na summary of the material terms of the Inducement Warrant and is qualified in its entirety by reference to the form of Inducement Warrant\nfiled as Exhibit 10.57 to a registration statement of which this prospectus forms a part and incorporated by reference herein.

SELLING STOCKHOLDER

The shares of common stock being\noffered by the Selling Stockholder are those issuable to the Selling Stockholder, upon exercise of the Inducement Warrants. For additional\ninformation regarding the issuances of the Inducement Warrants, see “Private Placement of Inducement Warrants” above.\nWe are registering the Warrant Shares in order to permit the Selling Stockholder to offer the shares for resale from time to time. In\naddition to the ownership of the shares of common stock and the Inducement Warrants, the Selling Stockholder has had material\nrelationships with us within the past three years.

Beneficial ownership under\nthe Exchange Act is determined based on the rules and regulations set forth by the SEC. Specifically, beneficial ownership is calculated\nby taking into account not only shares of stock directly held by an individual or entity, but also shares that the individual or entity\nhas the right to acquire within 60 days through the exercise of any option, warrant, or right, or through the conversion of a convertible\nsecurity. This encompasses shares over which the individual or entity has sole or shared voting or investment power. The rules are designed\nto provide a comprehensive understanding of an individual’s or entity’s potential influence over a company by including both\ndirect holdings and those shares that can be acquired in the near term.

The table below lists the Selling Stockholder\nand other information regarding the beneficial ownership of the shares of common stock by the Selling Stockholder. The second\ncolumn lists the number of shares of common stock beneficially owned by the Selling Stockholder, based on its ownership of shares\nof common stock, Inducement Warrants and other warrants, as of September 30, 2026, assuming the full exercise of\nthe Inducement Warrants held by the Selling Stockholder on that date without regard to the Initial Exercise Date or applicable exercise\nlimitations. The third column lists the Warrant Shares offered by this prospectus by the Selling Stockholder. The fourth and fifth columns\nassume the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.

In accordance with the terms of the Inducement\nAgreement with the Selling Stockholder, this prospectus generally covers the resale of the maximum number of shares of common stock\nissuable upon exercise of the Inducement Warrants.

Under the terms of the Inducement Warrants,\nthe Selling Stockholder may not exercise the Inducement Warrants to the extent such exercise would cause such Selling Stockholder, together\nwith its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or\n9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination\nshares of common stock issuable upon exercise of such Inducement Warrants which have not been exercised. The number of shares\nin the table below does not reflect this limitation. The Selling Stockholder may sell all, some or none of its shares in this offering.\nSee “Plan of Distribution.”

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Selling Stockholder

Shares of

Common Stock

Beneficially Owned

prior to Offering

Percentage of
Shares of Common Stock Beneficially Owned Prior to Offering

Maximum Number of

Shares of Common Stock to be

Sold Pursuant to this

Prospectus

Shares of Common

Stock Beneficially Owned

after

Offering

Percentage of Shares of

Common Stock

Beneficially Owned

after Offering⁽¹⁾

Armistice Capital, LLC⁽²⁾

8,640,947

⁽³⁾

43.22

4,800,526

⁽⁴⁾

3,840,421

15.49

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	Based\n on 19,993,672 shares of common stock outstanding as of September 30,\n 2026, after giving effect to the exercise of 3,840,421 Existing Warrants, for purposes\n of the “Beneficially Owned Prior to Offering” columns, and 24,794,201\n shares of common stock outstanding assuming the issuance of all 4,800,526 warrant\n shares, for purposes of the “Beneficially Owned After Offering Assuming Sale of\n All Shares Offered” columns.

(2)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(3)	Consists of (i) 3,840,421 shares of common stock\n issuable upon the exercise of Pre-Funded Warrants and (ii) 4,800,526 shares of common stock issuable upon the exercise\n of Inducement Warrants being registered for resale on behalf of the Selling Stockholder pursuant to the registration statement of\n which this prospectus forms a part. The Pre-Funded Warrants are subject to a 4.99% beneficial ownership limitation, and the Inducement\n Warrants are subject to a 4.99% beneficial ownership limitation that may be increased to 9.99%, which limits the Selling Stockholder’s\n exercise of those warrants to the extent that such exercise would result in the Selling Stockholder and its affiliates beneficially\n owning more than the applicable limitation. The Selling Stockholder may increase the beneficial ownership limitation applicable to\n the Inducement Warrants to 9.99% upon at least 61 days’ prior written notice to the Company.

(4)	Represents 4,800,526 shares of common stock issuable\n upon the exercise of the Inducement Warrants. The Inducement Warrants are subject to a beneficial ownership limitation that prohibits\n the Selling Stockholder from exercising the Inducement Warrants to the extent that, after giving effect to such exercise, the Selling\n Stockholder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding shares of common stock.\n The Selling Stockholder may increase this beneficial ownership limitation to up to 9.99% upon at least 61 days’ prior notice\n to the Company. The beneficial ownership reported in this table assumes full exercise of the Inducement Warrants and does not reflect\n the application of the beneficial ownership limitation.

PLAN OF DISTRIBUTION

The Selling Stockholder and any of its\npledgees, donees, transferees, assignees, designees and other successors-in-interest may, from time to time, sell any or all of their\nsecurities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which our common\nstock is traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder will act independently\nof us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or\nin the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market\nprice or in negotiated transactions. The Selling Stockholder reserves the right to accept and, together with its respective agents, to\nreject, any proposed purchase of securities to be made directly or through agents. The Selling Stockholder and any permitted transferees\nmay sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded\nor in private transactions. The Selling Stockholder may use any one or more of the following methods when selling securities:

	●	through brokers or dealers (who may act as agent or principal and who may receive compensation in the form of discounts, concessions or commissions from such Selling Stockholder, the purchaser or such other persons who may be effecting such sales, which discounts, concessions or commissions as to any particular broker or dealer may be in excess of those customary to the types of transactions involved) for resale to the public or to institutional investors at various times;

	●	through negotiated transactions, including, but not limited to, block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	through purchases by a broker or dealer as principal and resale by that broker or dealer for its account;

	●	on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices;

	●	in privately negotiated transactions other than exchange or quotation service transactions;

	●	short sales, purchases or sales of put, call or other types of options, forward delivery contracts, swaps, offerings of structured equity-linked securities or other derivative transactions or securities;

	●	hedging transactions, including, but not limited to:

	●	transactions with a broker-dealer or its affiliate, whereby the broker-dealer or its affiliate will engage in short sales of shares and may use shares held by such selling shareholder to close out its short position;

	●	options or other types of transactions that require the delivery of shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the shares; or

	●	loans or pledges of shares to a broker-dealer or an affiliate, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares;

	●	through offerings of securities exercisable, convertible or exchangeable for shares, including, without limitation, securities issued by trusts, investment companies or other entities;

	●	offerings directly to one or more purchasers, including institutional investors;

	●	through ordinary brokerage transactions and transactions in which a broker solicits purchasers;

	●	through distribution to the security holders of the Selling Stockholder;

	●	by pledge to secure debts and other obligations;

	●	through a combination of any such methods of sale; or

	●	through any other method permitted under applicable law.

The Selling Stockholder may also sell securities under\nRule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

There can be no assurance that the Selling\nStockholder will sell any or all of the shares of common stock registered pursuant to the registration statement of which this\nprospectus form a part.

In addition, the Selling Stockholder that is an entity\nmay elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement\nof which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would\nthereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee\nis an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees\nto use the prospectus to resell the securities acquired in the distribution.

The Selling Stockholder also may transfer the securities\nin other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners\nfor purposes of this prospectus. Upon being notified by the Selling Stockholder that a donee, pledgee, transferee, other successor-in-interest\nintends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such\nperson as a Selling Stockholder.

Broker-dealers engaged by the Selling Stockholder\nmay arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder\n(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except\nas set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission\nin compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests\ntherein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in\nturn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell\nsecurities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that\nin turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other\nfinancial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial\ninstitution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant\nto this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholder and any broker-dealers or\nagents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities\nAct in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale\nof the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder\nhas informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person\nto distribute the securities.

We are required to pay certain fees and expenses incurred\nby the Company incident to the registration of the Securities. The Company has agreed to indemnify the Selling Stockholder against certain\nlosses, claims, damages and liabilities, including liabilities under the Securities Act. The Company shall not be responsible for any\nof the Selling Stockholder’s selling costs incurred pursuant to any available method provided hereunder for selling securities.

We agreed to keep the registration\nstatement of which this prospectus forms a part effective until the date the Selling Stockholder does not own any Inducement Warrants\nor Warrant Shares. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable\nstate securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered\nor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied\nwith.

Under applicable rules and regulations\nunder the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making\nactivities with respect to the shares of common stock for the applicable restricted period, as defined in Regulation M, prior\nto the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange\nAct and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares\nof common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling\nStockholder and have informed it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale\n(including by compliance with Rule 172 under the Securities Act).

DESCRIPTION OF CAPITAL STOCK

The following description of our common\nstock summarizes the material terms and provisions and may not contain all the information that is important to you. For the complete\nterms of our common stock, please refer to our Amended and Restated Articles of Incorporation and our amended and restated\nbylaws (“Bylaws”), which are filed as exhibits to the registration statement of which this prospectus forms a part. See “Where\nYou Can Find More Information.” The Nevada Revised Statutes (“NRS”) may also affect the terms of these securities.\nThe summary below is qualified in its entirety by reference to our Articles of Incorporation and Bylaws, each as in effect at the time\nof any offering of securities under this prospectus.

As of September 30, 2026, our\nauthorized capital stock consists of 45,000,000 shares of common stock, par value $0.001 per share, of which 19,993,672\nshares were issued and outstand and held of record by 160 stockholders, and 10,000,000 shares of preferred stock, par value\n$0.001 per share, of which (i) 100 have been designated as Series A Preferred Stock, with 100 shares of Series A Preferred Stock issued\nand outstanding; (ii) 100,000 shares have been designated as Series B Preferred Stock, with none issued and outstanding; and (c) up to\n3,100,000 shares have been designated as Series C Preferred Stock, with 3,074,588 shares of Series C Preferred Stock issued, 2,646,974\nshares of Series C Preferred Stock converted to common stock at the shareholder’s request and 427,614 share of Series C\nPreferred Stock issued and outstanding.

The holders of the Series\nA Preferred Stock are not entitled to dividends or to receive distributions in the event of liquidation, dissolution or winding up of\nthe Company, either voluntary or involuntary. As of the date of this prospectus, there were 100 shares of Series A Preferred Stock outstanding,\nall of which were owned by Steve Rossi, our Chief Executive Officer and President and Chairman.

In addition, as of September 30,\n2026, there were 11,283,832 shares of common stock underlying outstanding options, warrants, restricted stock units and\nperformance stock units. The authorized and unissued shares of common stock and preferred stock are available for issuance without\nfurther action by our stockholders.

Inducement Warrants

Please see “Private\nPlacement of Inducement Warrants” for a description of the Inducement Warrants.

Common Stock

Holders of common stock are entitled\nto one vote for each share held on all matters submitted to a vote of the stockholders and do not have cumulative voting rights. Accordingly,\nholders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors\nstanding for election. Holders of common stock are entitled to receive ratably any dividends, as may be declared by the Board\nout of funds legally available therefor, subject to the rights of the holders of preferred stock. Upon the liquidation, dissolution or\nwinding up of our Company, the holders of common stock are entitled to receive ratably our net assets available after the payment\nof our debts and other liabilities. Holders of common stock have no preemptive, subscription, redemption or conversion rights.\nThe outstanding shares of common stock are fully paid and nonassessable.

In the event of our liquidation, dissolution\nor winding up, the holders of common stock will be entitled to share ratably in the assets legally available for distribution\nto stockholders after the payment of or provision for all of our debts and other liabilities, subject to the prior rights of any preferred\nstock then outstanding.

We have never declared or paid any cash\ndividends on our common stock. We have no present plan to declare and pay any dividends on our common stock in the near\nfuture. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.\nAny future determination to pay dividends will be at the discretion of our Board, subject to applicable laws, and will depend on our\nfinancial condition, results of operations, capital requirements, general business conditions and other factors that our Board considers\nrelevant.

Preferred Stock

Our Articles of Incorporation authorizes\nthe issuance of 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which there are 100 shares\nof Series A Preferred Stock outstanding, no shares of Series B Preferred Stock outstanding, and 427,614 shares of Series C Preferred\nStock outstanding.

The Board may provide for\nthe issue of any or all of the unissued and undesignated shares of the preferred stock in one or more series, and to fix the number of\nshares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation,\npreferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as\nshall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may\nbe permitted by law, without stockholder approval.

Our Board has the right to establish\none or more series of preferred stock without stockholder approval. Unless required by law or by any stock exchange on which our common\nstock is listed, the authorized shares of preferred stock will be available for issuance at the discretion of our Board without further\naction by our stockholders. Our Board is able to determine, with respect to any series of preferred stock, the terms and rights of that\nseries, including:

	●	the designation of the series;

	●	the number of shares of the series;

	●	whether dividends, if any, will be cumulative or non-cumulative and the dividend rate, if any, of the series;

	●	the dates at which dividends, if any, will be payable;

	●	the redemption rights and price or prices, if any, for shares of the series;

	●	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;

	●	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our Company;

	●	whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates and provisions for any adjustments to such prices or rates, the date or dates as of which the shares will be convertible, and all other terms and conditions upon which the conversion may be made;

	●	the ranking of such series with respect to dividends and\n amounts payable on our liquidation, dissolution or winding-up, which may include provisions that such series will rank senior to\n our common stock with respect to dividends and those distributions;

	●	restrictions on the issuance of shares of the same series or any other class or series; or

	●	voting rights, if any, of the holders of the series.

The issuance of preferred stock could\nadversely affect, among other things, the voting power of holders of common stock and the likelihood that stockholders will receive\ndividend payments and payments upon our liquidation, dissolution or winding up. The issuance of preferred stock could also have the effect\nof delaying, deferring or preventing a change in control of us.

A\nprospectus supplement relating to any series of preferred stock being offered will include specific terms related to the offering. They\nwill include, where applicable:

	●	the\n title and stated value of the series of preferred stock and the number of shares constituting that series;

	●	the\n number of shares of the series of preferred stock offered, the liquidation preference per share and the offering price of the shares\n of preferred stock;

	●	the\n dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of preferred\n stock of the series;

	●	the\n date from which dividends on shares of preferred stock of the series shall cumulate, if applicable;

	●	our\n right, if any, to defer payment of dividends and the maximum length of any such deferral period;

	●	the\n procedures for any auction and remarketing, if any, for shares of preferred stock of the series;

	●	the\n provision for redemption or repurchase, if applicable, of shares of preferred stock of the series;

	●	any\n listing of the series of shares of preferred stock on any securities exchange;

	●	the\n terms and conditions, if applicable, upon which shares of preferred stock of the series will be convertible into shares of preferred\n stock of another series or common stock, including the conversion price, or manner of calculating the conversion price;

	●	whether\n the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price, or how\n it will be calculated, and under what circumstances it may be adjusted;

	●	voting\n rights, if any, of the preferred stock;

	●	restrictions\n on transfer, sale or other assignment, if any;

	●	whether\n interests in shares of preferred stock of the series will be represented by global securities;

	●	any\n other specific terms, preferences, rights, limitations or restrictions of the series of shares of preferred stock;

	●	a\n discussion of any material United States federal income tax consequences of owning or disposing of the shares of preferred stock\n of the series;

	●	the\n relative ranking and preferences of shares of preferred stock of the series as to dividend rights and rights upon liquidation, dissolution\n or winding up of our affairs; and

	●	any\n limitations on issuance of any series of shares of preferred stock ranking senior to or on a parity with the series of shares of\n preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs.

If\nwe issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject\nto, any preemptive or similar rights.

Series\nA Preferred Stock

We\nare authorized to issue up to 100 shares of Series A Preferred Stock, and have done so. All 100 outstanding shares of Series A Preferred\nStock are held by Steven Rossi, the Company’s Chief Executive Officer. The Series A Preferred Stock is entitled to 51% of the total\npower of the Company regardless of the number of shares of Series A Preferred Stock that are outstanding. The Series A Preferred Stock\nare not: (i) convertible into any other securities of the Company, (ii) entitled to dividends or (iii) to receive any distributions in\nthe event of a liquidation or winding up of the Company.

Series\nB Preferred Stock

We\nare authorized to issue up to 100,000 shares of our Series B Preferred Stock.

The\nholders of the Series B Preferred Stock are entitled to receive dividends upon payment of any dividend on the common stock of\nthe Company as if the Series B Preferred Stock had been converted into common stock.

In\nthe event of the liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series B\nPreferred Stock are entitled to receive prior and in preference to any distribution of the assets of the Company to the holders of the\ncommon stock an amount per share equal to the price per share actually paid to the Company upon the initial issuance of Series\nB Preferred Stock plus any declared but unpaid dividends.

The\nSeries B Preferred Stock is not convertible nor non-redeemable. Each outstanding share of Series B Preferred Stock is entitled to vote\non any matter put forth to the holders of the common stock equal to the number of shares of common stock divided by the\noriginal issue price of each share of Series B Preferred Stock divided by $0.000000001.

As\nof the date of this prospectus, there were no shares of Series B Preferred Stock nor any securities convertible into shares of Series\nB Preferred Stock outstanding.

Series\nC Preferred Stock

We\nare authorized to issue up to 3,100,000 shares of our Series C Preferred Stock. The following is a summary of the material terms of our\nSeries C Preferred Stock.

From\nJune 2025 to October 2025, Worksport conducted a Regulation A offering pursuant to an offering statement on Form 1-A (File No. 024-12604)\nqualified by the SEC on May 7, 2025. In the offering, we sold and issued an aggregate of 3,074,588 units for $3.25 per unit. Each unit\nconsisted of one share of Series C Preferred Stock and one warrant for the right to purchase one (1) share of common stock at\nan exercise price of $4.50 per share from the date of issuance until the third day of issuance.

Ranking.\nThe Series C Preferred Stock, as to dividend rights and rights upon our liquidation, dissolution or winding-up, ranks senior to all\nclasses or series of our common stock. The terms of the Series C Preferred Stock will not limit our ability to (i) incur indebtedness\nor (ii) issue additional equity securities that are equal or junior in rank to the shares of our Series C Preferred Stock as to distribution\nrights and rights upon our liquidation, dissolution or winding up.

Dividends.\nHolders of our Series C Preferred Stock are entitled to receive, when and as declared by our Board of Directors, out of funds legally\navailable for the payment of dividends, cumulative cash dividends at the rate of 8.0% of the $3.25 liquidation preference per year, for\na period of two (2) years (equivalent to $0.26 per year), payable monthly in arrears on the 15th day of January, April, July and October.\nDividends on the Series A Preferred Stock accumulate whether or not we are able to pay such dividends under certain of our agreements\nor even if such dividends are legally restricted or prohibited. We will not pay or declare and set apart for payment any dividends (other\nthan a dividend paid in common stock or other stock ranking junior to the Series C Preferred Stock) on our common stock\nor other stock that ranks junior to or on parity with the Series C Preferred Stock unless we also have either paid or declared and set\napart for payment full cumulative dividends on the Series C Preferred Stock for all past dividend periods.

Liquidation\nPreference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of\nour Series C Preferred Stock are entitled to be paid out of our assets legally available for distribution to our shareholders a liquidation\npreference of $3.25, plus an amount equal to any accumulated and unpaid dividends to the date of payment, before any distribution or\npayment may be made to holders of shares of common stock or any other class or series of our equity securities ranking junior\nto the Series C Preferred Stock.

Maturity\nDate. The shares of our Series C Preferred Stock have no maturity date, and we will not be required to redeem shares of our Series\nC Preferred Stock at any time except as otherwise described under the caption “Series C Preferred Warrant Share Call Rights.”\nAccordingly, the shares of our Series C Preferred Stock will remain outstanding indefinitely unless we decide, at our option, to exercise\nour call right or the holder exercises their put right.

Optional\nand Mandatory Conversion. At any time after issuance, our Series C Preferred Stock are convertible into one (1) share of our\ncommon stock at the option of the holder. The shares underlying the Series C Preferred Stock will be qualified in this Offering.\nAt any time after issuance, upon the occurrence of any of the following events, the Company shall have the right to direct the mandatory\nconversion of the Series C Preferred Stock: (i) a change in control; (ii) if the price of the common stock closes at or above\n$5.00 per share for 10 consecutive trading days; and (iii) if the Company consummates a firm commitment public offering of common\nstock for gross proceeds of at least $15 million at an offering price per share equal to or greater than $5.00. In addition, on the\ndate that is two (2) years from the final closing of this offering, any outstanding shares of Series C Preferred Stock will automatically\nconvert into shares of common stock.

Limited\nVoting Rights. The holders of our Series C Preferred Stock generally have no voting rights. In the future, we may not authorize\nor issue any class or series of equity securities ranking senior to the Series C Preferred Stock as to dividends or distributions upon\nliquidation (including securities convertible into or exchangeable for any such senior equity securities) or amend our amended and restated\narticles of incorporation, as amended (whether by merger, consolidation or otherwise), to materially, and adversely change the terms\nof the Series C Preferred Stock without the affirmative vote of at least a majority of the votes entitled to be cast on such matter by\nholders of our outstanding shares of Series C Preferred Stock, voting together as a class.

As\nof October 2, 2026, there are 427,614 shares of Series C Preferred Stock outstanding.

Possible\nAnti-Takeover Effects of Nevada Law and our Articles of Incorporation and Bylaws

Nevada\nAnti-Takeover Statutes

Nevada’s\nanti-takeover laws are designed to protect corporations from hostile takeovers and unsolicited acquisition attempts. These laws provide\nvarious mechanisms that could potentially deter or complicate efforts by outsiders to gain control of a Nevada-incorporated company without\nthe consent of its board of directors.

Key\nprovisions include:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Control\n Warrant Share Acquisitions (NRS 78.378-78.3793): Nevada’s “acquisition\n of controlling interest” statutes, NRS 78.378 through 78.3793, inclusive, contain provisions\n governing the acquisition of stockholder voting power above specified thresholds in certain\n Nevada corporations. These “control share” laws provide generally that any person\n that acquires a “controlling interest” in certain Nevada corporations may be\n denied voting rights, unless a majority of the disinterested stockholders of the corporation\n elects to restore such voting rights. These laws provide that a person acquires a “controlling\n interest” whenever a person acquires shares of a subject corporation that, but for\n the application of these provisions of the NRS, would enable that person to exercise (1)\n one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority\n or (3) a majority or more, of all of the voting power of the corporation in the election\n of directors. Once an acquirer crosses one of these thresholds, shares which it acquired\n in the transaction taking it over the threshold and within the 90 days immediately preceding\n the date when the acquiring person acquired or offered to acquire a controlling interest\n become “control shares” to which the voting restrictions described above apply.

\n \n

In\n our Bylaws, we have elected not to be governed by, and to otherwise opt out of, the provisions of NRS 78.378 to 78.3793, inclusive.\n Absent such provision in our Bylaws, these statutes would apply to us as of a particular date if we were to have 200 or more stockholders\n of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately\n preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our Articles of\n Incorporation or Bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise.

\n \n

NRS\n 78.139(4) also provides that directors of a Nevada corporation may resist a change or potential change in control of the corporation\n if the board of directors determines that the change or potential change is opposed to, or not in, the best interest of the corporation\n upon consideration of any relevant facts, circumstances, contingencies or constituencies that the directors are entitled, but not\n required, to consider when exercising their directorial powers pursuant to NRS 78.138(4).

\n \n

The\n existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing\n to pay in the future for shares of our common stock. They could also deter potential acquirers of our Company, thereby reducing\n the likelihood that you could receive a premium for your common stock in an acquisition.

Combinations\n with Interested Stockholders (NRS 78.411-78.444): Nevada’s “combinations\n with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit\n specified types of business “combinations” between certain Nevada corporations\n and any person deemed to be an “interested stockholder” for two years after such\n person first becomes an “interested stockholder” unless (1) the corporation’s\n board of directors approves, in advance, either the combination itself, or the transaction\n by which such person becomes an interested stockholder, or (2) the combination is approved\n by the board of directors and 60% of the then-outstanding voting power of the corporation’s\n stockholders not beneficially owned by the interested stockholder, its affiliates and associates.\n Further, in the absence of the prior approval described above, certain restrictions may apply\n even after such two-year period. However, these statutes do not apply to any combination\n of a corporation and an interested stockholder after the expiration of four years after the\n person first became an interested stockholder.

\n \n

For\n purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly,\n of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation\n and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power\n of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to\n cover most significant transactions between a corporation and an interested stockholder. These statutes generally apply to “resident\n domestic corporations,” namely Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may\n elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s\n original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing\n a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates\n and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination\n with a person who first became an interested stockholder on or before the effective date of the amendment.

These\nanti-takeover laws provide Nevada corporations with tools to defend against hostile takeovers and ensure that any change of control happens\nin a manner that is fair and beneficial to all shareholders. It’s important to note that these statutes allow flexibility in their\napplication, as corporations can opt out of or modify the default provisions through their articles of incorporation or bylaws.

Articles\nof Incorporation and Bylaws

Our\nArticles of Incorporation and Bylaws contains provisions that could make it more difficult to acquire control of our Company by means\nof a tender offer, open market purchases, a proxy contest or otherwise. A description of these provisions is set forth below.

Authorized\nbut Unissued Warrant Shares of Common Stock and of Preferred Stock

We\nbelieve that the availability of the “blank check” preferred stock under our Articles of Incorporation provides us with flexibility\nin addressing corporate issues that may arise. The Board has the power, subject to applicable law, to issue a series of preferred stock\nthat could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some,\nor a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their\nstock over the then prevailing market price of the stock. Our Board may issue preferred stock with voting rights or conversion rights\nthat, if exercised, could adversely affect the voting power of the holders of common stock.

The\nauthorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further action\nby our stockholders unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed.\nHaving these authorized shares available for issuance allows us to issue shares without the expense and delay of a special stockholders’\nmeeting. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund\nacquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock\ncould render it more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger\nor other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that\na stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for\nthe shares held by our stockholders. The above provisions may deter a hostile takeover or delay a change in control or management of\nour Company.

Election\nand Removal of Directors

Directors\nwill be elected by a plurality of the voting power of the shares present in person or represented by proxy at the stockholders’\nmeeting and entitled to vote on the election of directors. Our Articles of Incorporation does not provide for a classified Board or cumulative\nvoting in the election of directors. Under our Bylaws, directors may be removed by the stockholders of the Company with or without cause,\nand in such cases only at a special meeting of stockholders and by the affirmative vote of the holders of at least a two-thirds (66-2/3%)\nthe voting power of the issued and outstanding shares of capital stock of the Company then entitled to vote in the election of directors.

Size\nof Board and Vacancies

The\nauthorized number of directors may be determined by the Board, provided the Board shall consist of at least one (1) member but not more\nthan nine (9) members. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Vacancies\noccurring on our Board for any reason and newly created directorships resulting from an increase in the authorized number of directors\nmay be filled only by a vote of a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining\ndirector, at any meeting of the Board. A directorship to be filled by reason of an increase in the number of directors may be filled\nby the Board for a term of office only until the next election of one or more directors by the stockholders.

Amendment

The\nArticles of Incorporation may be amended in the manner prescribed by the NRS. The Board is authorized to adopt, amend, alter or repeal\nthe bylaws by the affirmative vote of at least a majority of the Board then in office.

Special\nMeetings of Stockholders

Our\nBylaws state that special meetings of stockholders may be held only by the Chief Executive Officer, President or Chairman of the Board.

Other\nProvisions of Bylaws

Certain\nprovisions of our Bylaws may be considered to have anti-takeover effects, including advance notice requirements for director nominations\nand other stockholder proposals. Our Bylaws establish advance notice procedures for stockholder proposals to be brought before an annual\nmeeting of stockholders, and for proposed nominations of candidates for election to our Board at an annual or special meeting of stockholders.\nGenerally, such notices must be received by our corporate secretary at our principal executive offices, in the case of an annual meeting,\nbetween 90 days and 120 days prior to the first anniversary of the preceding year’s annual meeting and, in the case of a special\nmeeting called for the purpose of electing directors, between 90 and 120 days prior to the date of the special meeting or within 10 days\nafter the day on which public announcement of the date of the special meeting is first made by us. In addition, our Board has the authority\nto amend or repeal our Bylaws, or to adopt new bylaws, which could have the effect of delaying, deterring or preventing a change of control.

Dividend\nPolicy

Unless\notherwise required as it relates to our Series C Preferred Stock, we will not distribute cash to our stockholders until the Company generates\nnet income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate\npurposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion\nof our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and\ninvestment opportunities.

Listing

Our\ncommon stock is listed on the Nasdaq Capital Market under the symbol “WKSP.”

Transfer\nAgent and Registrar

Our\ntransfer agent and registrar is Odyssey Trust Company, located at 860 Blue Gentian Rd, Suite 320, Eagan, MN 55121, with a telephone number\nof (888) 290-1175.

Disclosure\nof Commission Position on Indemnification for Securities Act Liabilities

Insofar\nas indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the Company\npursuant to the foregoing provisions, the Company has been informed that it is the opinion of the SEC that such indemnification is against\npublic policy as expressed in such Securities Act and is, therefore, unenforceable.

EXPERTS

Lumsden\n& McCormick, LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in\nour Annual Report on Form 10-K for the year ended December 31, 2025, as set forth in their report, which is incorporated by reference\nin this prospectus and elsewhere in the registration statement of which this prospectus forms a part. Our consolidated financial statements\nare incorporated by reference in reliance on Lumsden & McCormick LLP’s report, given on their authority as experts in accounting\nand auditing.

LEGAL\nMATTERS

Certain\nlegal matters relating to the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference\nCarmel LLP, New York, New York.

WHERE\nYOU CAN FIND MORE INFORMATION

This\nprospectus is part of the registration statement on Form S-3 that we have filed with the SEC under the Securities Act and does not contain\nall the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus\nto any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are\na part of the registration statement, or to the exhibits to the reports or other documents incorporated by reference in this prospectus,\nfor a copy of such contract, agreement or other document. We file annual, quarterly and periodic reports, proxy statements and other\ninformation with the SEC, using its EDGAR system. The SEC provides free public access, through its website, to items publicly filed in\nthe EDGAR system, including our items. The address of the SEC’s website is http//www.sec.gov. We also maintain a website\nat www.worksport.com. You may access these materials at our website free of charge as soon as reasonably practicable after they are electronically\nfiled with, or furnished to, the SEC. Information contained in, or that can be accessed through, our website is not a part of, and is\nnot incorporated into, this prospectus.

INFORMATION\nWE INCORPORATE BY REFERENCE

We\nare “incorporating by reference” in this prospectus certain documents we have filed or will file with the SEC, which means\nthat we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered\nto be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.\nWe incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)\nof the Exchange Act (1) after the date of the initial registration statement, as amended, and prior to effectiveness of the registration\nstatement, and (2) after the date of this prospectus and prior to the termination of this offering, from their respective filing dates\n(other than any portions thereof, which under the Exchange Act, and applicable SEC rules, are not deemed “filed” under the\nExchange Act). Such information will automatically update and supersede the information contained in this prospectus and the documents\nlisted below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	Our Annual Report on Form 10-K for the fiscal year ended December 31,\n 2025, filed with the SEC on March 26, 2026;

●	Our Quarterly Report on Form 10-Q for the fiscal quarter ended March\n 31, 2026, filed with the SEC on May 13, 2026;

●	Our Quarterly Report on Form 10-Q for the fiscal quarter ended June\n 30, 2026, filed with the SEC on August 11, 2026;

●	Our Preliminary Proxy Statement on Schedule 14A filed with the SEC\n on July 10, 2026, as amended by our Preliminary Revised Proxy Statement on Schedule 14A filed with the SEC on July 15,\n 2026, and our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 20, 2026;

●	Our Current Reports on Form 8-K filed with the SEC on March 26, 2026, April 14, 2026, April 20, 2026, April 29, 2026, May 1, 2026, May 7, 2026, May 13, 2026, June 9, 2026, June 22, 2026, June 24, 2026, June 25, 2026, July 22, 2026, July 28, 2026, July 29, 2026, August 11, 2026, August 14, 2026, August 26, 2026, August 27, 2026,\n and September 4, 2026, to the extent the information in such reports is filed and not furnished; and

●	The description of our common stock, which is contained in a\n registration statement on Form\n 8-A12B filed with the SEC on July 27, 2021 under the Exchange Act, including any amendment\n or report filed for the purpose of updating such description.

In\naddition, all documents and/or reports that we file with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act\nsubsequent to the date of the registration statement of which this prospectus is a part, and prior to the termination or completion of\nany applicable offering of securities under this prospectus or the filing of a post-effective amendment to such registration statement\nthat indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold,\nwill be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Notwithstanding\nthe foregoing, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K, or any corresponding\ninformation furnished under Item 9.01 or included as an exhibit, that we may from time to time furnish to the SEC, will be incorporated\nby reference in, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document. Subject\nto the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents\nincorporated by reference.

We\nwill provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information\nthat has been incorporated by reference in this prospectus but not delivered with this prospectus upon request. You may request, orally\nor in writing, a copy of the documents we incorporate by reference, which will be provided to you at no cost (including exhibits that\nare specifically incorporated by reference in that information), by contacting our Chief Financial Officer, c/o Worksport Ltd., at 2500\nN America Dr. West Seneca, NY 14224, telephone number (888) 554-8789, Attention: Chief Financial Officer.

Any\nstatement contained in this prospectus supplement, or in a document all or a portion of which is incorporated by reference, shall be\nmodified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement\nor any document incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not,\nexcept as so modified or superseded, constitute a part of this prospectus supplement and accompanying prospectus.

$\"\"$

4,800,526 shares of Common Stock
\nIssuable upon the Exercise of 4,800,526 Common Stock Purchase Warrants

WORKSPORT\nLTD.

PRELIMINARY\nPROSPECTUS

[*], 2026

PART\nII

INFORMATION\nNOT REQUIRED IN THE PROSPECTUS

Item\n14. Other Expenses of Issuance and Distribution

The\nfollowing table sets forth the expenses to be incurred in connection with the offering described in this Registration Statement. All\namounts are estimates except the SEC’s registration fee.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Amount\n to be Paid
SEC\n Registration Fee	$	189.00
Printing\n expenses	$	5,000
Legal\n fees and expenses	$	65,000	*
Accounting\n fees and expenses	$	15,000	*
Transfer\n agent and registrar fees	$	3,000	*
Miscellaneous\n expenses	$	10,000	*
Total	$	98,000	*

*Estimated.

Item\n15. Indemnification of Directors and Officers

Pursuant\nto our Articles of Incorporation, as amended, and Bylaws, we have agreed to indemnify each person who was or is made a party or is threatened\nto be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative\n(hereinafter a “proceeding”), by reason of the fact that he or she (or a person for whom he or she is a representative) is\nor was a director or an officer of the Company or is or was serving at the request of the Company in any position or capacity for any\nother corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an “indemnitee”),\nwhether the basis of such proceeding is alleged action in an official capacity or in any other capacity shall be indemnified and held\nharmless by the corporation to the fullest extent permitted by Nevada against all expense, liability and loss (including attorneys’\nfees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such indemnitee in connection\ntherewith; provided, however, that with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any\nsuch indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)\nwas authorized by the Board.

Insofar\nas indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), be permitted\nto directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has\nbeen advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed\nin the Securities Act and is, therefore, unenforceable.

Nevada\nRevised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation\nor an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer\nis not individually liable to a corporation or its shareholders or creditors for any damages as a result of any act or failure to act\nin his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or\nher fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing\nviolation of law.

II-1

NRS\n78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or\nin the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement\nactually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant\nto NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests\nof the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.\nNRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any\nthreatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of\nthe fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of\nthe corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise\nagainst expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection\nwith the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith\nand in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that\na director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action,\nsuit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses,\nincluding attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any\naction, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not,\nof itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he\nor she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action\nor proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim,\nissue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,\nto be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in\nwhich the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances\nof the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS\n78.7502(3) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to\nNRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the\ndirector, officer, employee, or agent is proper in the circumstances. The determination must be made (i) by the shareholders; (ii) by\nthe board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (iii)\nif a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent\nlegal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding\ncannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of\nincorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in\ndefending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final\ndisposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the\namount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified\nby the corporation.

Under\nthe NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS\n78.751:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Does\n not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles\n of incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for either an action in the\n person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered\n by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf\n of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved\n intentional misconduct, fraud or a knowing violation of the la w and was material to the cause of action; and

	●	Continues\n for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors and administrators\n of such a person.

A\nright to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not\neliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil,\ncriminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought,\nunless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action\nor omission has occurred.

Our\ngoverning documents provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent\npermitted under NRS 78.7502 and 78.751(3)) and other applicable law, that we shall indemnify our directors and officers in their respective\ncapacities as such and in any and all other capacities in which any of them serves at our request.

II-2

Item\n16. Exhibit and Financial Statement Schedules

(a) Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n No.:		Description:
3.1		Amended and Restated Articles of Incorporation of Worksport Ltd. filed with the Nevada Secretary of State on May 7, 2021 (8)
3.1.1		Certificate of Change to the Articles of Incorporation of Worksport Ltd., filed on March 14, 2025 (27)
3.1.2		Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on March 20, 2019 (8)
3.1.3		Series\n B Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on May 18, 2020 (8)
3.1.4		Amendment to the Amended and Restated Certificate of Designation of the Series A Preferred Stock filed with the Nevada Secretary of State on May 7, 2020 (8)
3.1.5		Amendment to the Amended and Restated Articles of Incorporation filed May 21, 2021 effecting the 1-for-20 Reverse Stock Split (10)
3.1.6		Series C Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on June 13, 2025 (29)
3.2		Amended and Restated Bylaws adopted on October 21, 2021 (19)
3.3		Articles\n of Merger of TMAN Global.com, Inc. and Franchise Holdings International, Inc. (filed as an exhibit to the Company’s form 10-K\n for the fiscal year ended December 31, 2018 filed on May 13, 2019)
4.1		Description of Registrant’s Securities (15)
5.1*		Opinion of Legal Counsel to the Registrant
10.1		Broker-Dealer Agreement, dated September 15, 2020, between Worksport Ltd. and Dalmore Group, LLC (6)
10.2		Patent License Agreement, dated November 26, 2014 (3)
10.3		Corporate Advisory Services Agreement between Worksport Ltd. and Belair Capital Partners, Inc., dated May 1, 2014 (3)
10.4		Shipping Agreement with Federal Express (FedEx) dated September 26, 2014 (3)
10.5		Shipping Agreement with United Parcel Service (UPS) dated March 31, 2014 (3)
10.6		Warehousing and Shipping with JBF Express dated July 24, 2013 (3)
10.7		Continuous Importation Bond with Globe Express Services (3)
10.8		Business Services Agreement, between 1369781 and Worksport Ltd, dated July 1, 2015 (4)
10.9		Business Services Agreement, between 2224342 and Worksport Ltd, dated July 23, 2015 (4)
10.10		Services Agreement, between Marchese and Worksport Ltd., dated July 3, 2015 (4)
10.11		Services Agreement, between JAAM and Worksport Ltd, dated July 15, 2015 (4)
10.12		Software as a Service Agreement, dated September 16, 2020, between Worksport Ltd. and Novation Solutions Inc. (o/a DealMaker) (6)
10.14†		Employment Agreement, dated May 10, 2021, between Worksport Ltd. and Steven Rossi (7)
10.15†		Worksport Ltd. 2015 Equity Incentive Plan (10)
10.16		Lease Agreement, dated April 16, 2021, between Worksport Ltd. and Majorcon Holdings, Inc. re 7299 East Danbro Crescent (10)
10.17		Lease Agreement, dated April 30, 2018, between Worksport Ltd. and N.H.D. Developments Limited re 41 Courtland Avenue (10)
10.18		Form of Subscription Agreement for 2021 Private Placement (11)
10.19†		Worksport Ltd. 2021 Equity Incentive Plan (15)
10.20†		Worksport Ltd. 2022 Equity Incentive Plan (15)
10.21		At the Market Offering Agreement, dated September 30, 2022, by and between the Company and H.C. Wainwright & Co., LLC. (12)
10.22		At the Market Offering Agreement, dated September 30, 2025, by and between the Company and H.C. Wainwright & Co., LLC. (31)
10.23		Amendment, dated November 14, 2025, to the At the Market Offering Agreement, dated September 30, 2025, by and between the Company and H.C. Wainwright & Co., LLC (31)
10.24†		Performance Stock Unit award, dated November 11, 2022, to Steven Rossi (13)
10.25†		Performance Stock Unit award, dated November 11, 2022, to Lorenzo Rossi (13)

II-3

10.26†		Restricted\n Stock award, dated November 11, 2022, to Steven Rossi (13)
10.27		Agreement\n dated as of January 30, 2023, between Worksport Ltd. and Wesley Van de Wiel. (15)
10.28		Form\n of Securities Purchase Agreement, dated October 31, 2023 (16)
10.29		Form\n of Securities Purchase Agreement, dated March 18, 2024 (17)
10.30		Loan\n Agreement dated as of May 4, 2022, by and between the Company and Northeast Bank (18)
10.31		Warrant\n Inducement Letter dated as of February 27, 2025, issued by the Company to the Selling Stockholder (20)
10.32		Revolving\n Financing And Assignment Agreement, dated July 19, 2024, by and between Worksport New York Operations Corporation and Worksport USA\n Operations Corporation and Amerisource Funding, Inc. (21)
10.33		Commercial\n Promissory Note, dated July 19, 2024, by Worksport New York Operations Corporation, and Worksport USA Operations Corporation to the\n benefit of Amerisource Funding, Inc. (21)
10.34		Consulting\n Agreement dated July 23, 2024, between Worksport Ltd. and Steven Rossi and 2230164 Ontario Inc. (22)
10.35		Credit\n and Security Agreement dated September 4, 2024, between Worksport USA Operations Corporation and Loeb Term Solutions LLC. (23)
10.36		Term\n Promissory Note, dated September 4, 2024, by Worksport USA Operations Corporation to the benefit of Loeb Term Solutions LLC. (23)
10.37		Guaranty\n dated September 4, 2024 by Worksport Ltd. (23)
10.38		Guaranty\n dated September 4, 2024 by Worksport New York Operations Limited. (23)
10.39		Security\n Agreement dated September 4, 2024 by Worksport USA Operations Corporation. (23)
10.40		Security\n Agreement dated September 4, 2024 by Worksport Ltd. (23)
10.41		Security\n Agreement dated September 4, 2024 by Worksport New York Operations Limited. (23)
10.42		The\n Securities Purchase Agreement, dated September 19, 2024. (24)
10.43		Form\n of Stock Purchase Agreement. (25)
10.44		Form\n of Inducement Letter (26)
10.45		Form\n of Warrant Agent Agreement and Form of Warrant (10)
10.46		Form\n of Representative Warrant (11)
10.47		Form\n of Common Stock Purchase Warrant used in 2021 Private Placement (11)
10.48		Form\n of Pre-Funded Warrant, dated November 2, 2023 (16)
10.49		Form\n of Warrant, dated November 2, 2023 (16)
10.50		Form\n of Pre-Funded Warrant, dated March 20, 2024 (17)
10.51		Form\n of Warrant, dated March 20, 2024 (17)
10.52		Form\n of Warrant dated as of May 29, 2024 (20)
10.53		Form\n of Inducement Warrant (26)
10.54		Warrant\n Inducement Letter dated as of December 11, 2025, issued by the Company to the Selling Stockholder (32)
10.55		Form\n of Inducement Warrant pursuant to December 11, 2025 Warrant Inducement Letter (32)
10.56		Warrant Inducement Letter dated August 27, 2026, issued by the Company to the Selling Stockholder\n(33)
10.57		Form of Inducement Warrant pursuant to August 27, 2026 Warrant Inducement Letter (33)
14.1		Code\n of Ethics (9)
19.1		Insider\n Trading Policy and Procedures (28)
21.1		List\n of Subsidiaries (28)
23.1*		Consent of Lumsden & McCormick, LLP
23.2*		Consent of Legal Counsel to the Registrant (included in Exhibit 5.1)
24.1*		Power of Attorney (included on Signature Page)
97.1		Clawback\n Policy (18)
104		Cover\n Page Interactive Data File
107*		Filing Fee Table

\n\n

*	Filed herewith

II-4

(1)	Filed\n as an exhibit to the Company’s Form 10-Q filed April 24, 2009.

(2)	Filed\n as an exhibit to the Company’s Form 1-A filed on July 15, 2020.

(3)	Filed\n as an exhibit to the Company’s Form 8-K filed on December 17, 2014.

(4)	Filed\n as an exhibit to the Company’s Form S-1 filed on July 21, 2015.

(5)	Filed\n as an exhibit to the Company’s Form 1-A/A filed on September 10, 2020.

(6)	Filed\n as an exhibit to the Company’s Form 1-A/A filed on September 29, 2020.

(7)	Filed\n as an exhibit to the Company’s Form 8-K filed on May 12, 2021.

(8)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-1 filed on May 14, 2021.

(9)	Filed\n as an exhibit to the Company’s Form 8-K filed July 2, 2021.

(10)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 8, 2021.

(11)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 16, 2021.

(12)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-3 filed on September\n 30, 2022. \n \n
(13)	Filed\n as an exhibit to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2022 filed November 14, 2022.

(14)	Filed\n as an exhibit to the Company’s Form 8-K filed November 21, 2022.

(15)	Filed\n as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 31, 2023.

(16)	Filed\n as an exhibit to the Company’s Form 8-K filed on November 3, 2023.

(17)	Filed\n as an exhibit to the Company’s Form 8-K filed on March 20, 2024.

(18)	Filed\n as an exhibit to the Company’s Form 10-K filed on March 28, 2024.

(19)	Filed\n as an exhibit to the Company’s Form 8-K filed on October 28, 2021.

(20)	Filed\n as an exhibit to the Company’s Form 8-K filed on May 30, 2024.

(21)	Filed\n as an exhibit to the Company’s Form 8-K filed on July 25, 2024.

(22)	Filed\n as an exhibit to the Company’s Form 8-K filed on July 26, 2024. \n \n

(23)	Filed\n as an exhibit to the Company’s Form 8-K filed on September 10, 2024.

(24)	Filed\n as an exhibit to the Company’s Form 8-K filed on September 20, 2024.

(25)	Filed\n as an exhibit to the Company’s Form 8-K filed on November 21, 2024.

(26)	Filed\n as an exhibit to the Company’s Form 8-K filed on February 28, 2025.

(27)	Filed\n as an exhibit to the Company’s Form 8-K filed on March 21, 2025

(28)	Filed\n as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on March 27, 2025

(29)	Filed\n as an exhibit to the Company’s Current Report on Form 8-K filed on June 18, 2025.

(30)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-267696) filed on September 30, 2022

(31)	Filed\n as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-291582) filed on November 14, 2025

(32)	Filed\n as an exhibit to the Company’s Current Report on Form 8-K filed on December 11, 2025.

(33)	Filed\n as an exhibit to the Company’s Current Report on Form 8-K filed on August 27, 2026.

II-5

Item\n17. Undertakings.

(a)\nThe undersigned Registrant hereby undertakes:

(1)\nTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)\nto include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)\nto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective\namendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration\nstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities\noffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range\nmay be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and\nprice represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration\nFee” table in the effective registration statement; and

(iii)\nto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or\nany material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii)\nand (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in\nreports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that\nare incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that\nis part of the registration statement.

(2)\nThat, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed\nto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall\nbe deemed to be the initial bona fide offering thereof.

(3)\nTo remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the\ntermination of the offering.

(4)\nThat, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)\nEach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the\ndate the filed prospectus was deemed part of and included in the registration statement; and

(ii)\nEach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on\nRule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required\nby Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier\nof the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the\noffering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date\nan underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the\nregistration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial\nbona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration\nstatement or made in a document incorporated or deemed incorporated by reference in the registration statement or prospectus that is\npart of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or\nmodify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in\nany such document immediately prior to such effective date.

II-6

(5)\nThat, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution\nof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant\nto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities\nare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to\nthe purchaser and will be considered to offer or sell such securities to such purchaser:

(i)\nAny preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule\n424;

(ii)\nAny free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by\nthe undersigned registrant;

(iii)\nThe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant\nor its securities provided by or on behalf of the undersigned registrant; and

(iv)\nAny other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)\nThe undersigned registrant hereby undertakes that, for purposes of determining any liability of the registrant under the Securities Act\nof 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act\nof 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities\nExchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement\nrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide\noffering thereof.

(c)\nInsofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling\npersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of\nthe Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,\nunenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses\nincurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)\nis asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,\nunless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed\nby the final adjudication of such issue.

(d)\nThe undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to\nact under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC\nunder Section 305(b)(2) of the Trust Indenture Act.

II-7

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed\non its behalf by the undersigned, thereunto duly authorized, in the town of West Seneca, State of New York, on the 2nd day of\nOctober 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	WORKSPORT\n LTD.

	By:	/s/\n Steven Rossi
		Steven\n Rossi
		President\n and Chief Executive Officer

POWER\nOF ATTORNEY

KNOW\nALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Rossi his or her true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place\nand stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement,\nand to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,\ngranting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and\nnecessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to\nbe done by virtue hereof.

Pursuant\nto the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities\nand on the dates indicated.

Signature	Title	Date

/s/\n Steven Rossi	President,\n Chief Executive Officer, and Chairman of the Board of Directors	October\n 2, 2026
Steven\n Rossi	(Principal\n Executive Officer)

/s/\n Jennifer Kartychak	Chief\n Financial Officer	October\n 2, 2026
Jennifer\n Kartychak	(Principal\n Financial Officer and Principal Accounting Officer)

/s/\n Lorenzo Rossi	Director	October\n 2, 2026
Lorenzo\n Rossi

/s/\n Craig Loverock	Director	October\n 2, 2026
Craig\n Loverock

/s/\n William Caragol	Director	October\n 2, 2026
William\n Caragol

/s/\n Ned L. Siegel	Director	October\n 2, 2026
Ned\n L. Siegel

II-8

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