Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 2, 2025, Worksport Ltd., a Nevada corporation (Nasdaq: WKSP) (the "Company"), entered into a Marketing Services Agreement (the "Marketing Agreement") with Octagon Media Corp., a Wyoming corporation, doing business as Wall Street Reporter (the "Wall Street Reporter"). Under the Marketing Agreement, Wall Street Reporter will provide the Company with a six-month investor marketing program through its "Next Super Stock" platform, consisting of online investor presentations, promotional placements, and related marketing services. The term of the Marketing Agreement commences on September 3, 2025, and will expire on March 3, 2026.

In consideration for these services, the Company agreed to pay Wall Street Reporter $125,000 upon execution of the Marketing Agreement and to issue to Wall Street Reporter warrants to purchase 100,000 shares of the Company's common stock, par value $0.001 per share, at an exercise price of $4.00 per share, and warrants to purchase an additional 100,000 shares of the Company's common stock at an exercise price of $5.00 per share. The warrants include customary piggyback registration rights and will expire two (2) years from the date of issuance.

The Marketing Agreement contains customary representations, confidentiality provisions, and other terms and conditions typical for agreements of this nature. The foregoing description of the Marketing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Marketing Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The issuance of the warrants described under Item 1.01 above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.