Note 2 - Going Concern

As of  June 30, 2026, the Company had $1,160,158 in cash and cash equivalents. The Company also has availability on its revolving line of credit of $818,339. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities. Since the Company’s acquisition of Worksport in 2014, it has never generated a profit. As of  June 30, 2026, the Company had an accumulated deficit of $93,721,747.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the three months ended  June 30, 2026, the Company had net losses of $3,965,303 (2025 - $3,734,484). During the six months ended June 30, 2026, the Company had net losses of $9,793,824 (2025 - $8,194,948). As of  June 30, 2026, the Company had working capital of $10,961,087 ( December 31, 2025 - $10,061,578) and had an accumulated deficit of $93,721,747 ( December 31, 2025 - $83,873,790). The Company has not generated profit from operations since inception and to date has relied on debt and equity financing for continued operations. The Company’s ability to continue as a going concern is dependent upon the ability to generate cash flows from operations and obtain equity and/or debt financing. The Company intends to continue funding operations through equity and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.

The Company has historically operated at a loss, although that may change as sales volumes increase and margins improve. As of  June 30, 2026, the Company had cash and cash equivalents of $1,160,158 ( December 31, 2025 - $5,945,894). Despite the Company having completed its purchasing of large manufacturing machinery for phase one output levels, operational costs are expected to remain elevated and, thus, further decrease cash and cash equivalents. Concurrently, the Company intends to continue its ramp-up of manufacturing and increasing sales volumes in 2026, which should mitigate the effects of operational costs on cash and cash equivalents as it releases new product lines; this view is supported by the fact that the manufacturing facility of the Company was completed for initial production output in 2023 and quickly began improving output and sales beginning in 2024 and continuing into 2026.

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

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

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

On November 14, 2025, the Company and Wainwright entered into an amendment to the ATM Agreement in connection with the Company’s new shelf registration statement on Form S-3 (File No. 333-291582). Pursuant to the amended ATM Agreement and the related base prospectus and prospectus supplement dated December 12, 2025, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $4.0 million through Wainwright as sales agent. Because the Company’s public float remains below $75.0 million, sales under the ATM Agreement remain subject to the limitations of General Instruction I.B.6 of Form S-3, which limits the amount of securities the Company may sell in primary offerings during any rolling 12-month period. During the six months ended June 30, 2026, the Company sold 3,157,774 shares of common stock pursuant to the ATM Agreement for aggregate gross proceeds of approximately $4,003,273, resulting in net proceeds to the Company of approximately $3,869,882 after deducting commissions and offering expenses.

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

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

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

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

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

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

On June 17, 2026, the Company entered into a securities purchase agreement (the “First Agreement”) with an institutional accredited investor pursuant to which the Company issued and sold, in a registered direct offering, 208,333 shares of common stock and common stock purchase warrants to purchase up to 208,333 shares of common stock at an offering price of $1.20 per unit, with each unit consisting of one share of common stock and one warrant. The shares of common stock and the shares of common stock issuable upon exercise of the warrants were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291582), filed with the SEC on November 14, 2025 and declared effective on December 12, 2025, and a prospectus supplement dated June 18, 2026 and filed with the SEC on June 18, 2026. The registered direct offering closed on June 18, 2026 and resulted in gross proceeds of $250,000 (net of issuance costs of $65,000).

The warrants issued in the registered direct offering have an exercise price of $1.50 per share, are immediately exercisable and expire five years from the date of issuance. The warrants include a cashless exercise feature pursuant to which the holder is entitled to receive 1.4 shares of common stock for each share underlying the warrant being exercised, without payment of the exercise price, resulting in the potential issuance of up to 291,667 shares of common stock upon cashless exercise.

On June 18, 2026, the Company entered into a second securities purchase agreement (the “Second Agreement”) with the same institutional accredited investor pursuant to which the Company issued and sold, in a separate registered direct offering, 675,529 shares of common stock at an offering price of $0.70 per share. The shares were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291582), filed with the SEC on November 14, 2025 and declared effective on December 12, 2025, and a prospectus supplement dated June 18, 2026 and filed with the SEC on June 18, 2026. The registered direct offering closed on June 18, 2026 and resulted in gross proceeds of $472,870 (net of issuance costs of $58,643). No warrants or other derivative securities were issued in connection with the offering.

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

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