Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

On September 19, 2024, Worksport Ltd. (the "Company"), a Nevada Corporation, entered into a securities purchase agreement (the "Purchase Agreement") with Keyser Capital LLC ("the Purchaser"), a Cooks Islands limited liability company. Pursuant to the Purchase Agreement, the Company has agreed to issue and sell, in a private placement ("Private Placement") (i) 950,000 shares of the Company's common stock, with a par value of $0.0001 per share, to the Purchaser at a $0.40 per share purchase price ("Common Shares"), and (ii) warrants ("Warrants") to purchase up to 1,900,000 shares of common stock ("Warrant Shares"), at an exercise price of $0.40 per share. The warrants will be exercisable for a period of five year from the date of issuance. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing is subject to customary closing conditions.

The Purchaser acknowledged and agreed that any resale of the Common Shares or Warrant Shares issued in connection with this Private Placement is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the Common Shares or Warrant Shares purchased herein has been registered under the Securities Act of 1933, as amended.

The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the Purchase Agreement filed herein as Exhibit 10.1.