Securities Registration: Employee Benefit Plan (s-8)
August 18 2021 - 4:04PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 18, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
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WORKSPORT
LTD.
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(Exact
name of Registrant as specified in its charter)
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Nevada
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65-0782227
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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414-3120
Rutherford Rd.
Vaughan,
Ontario, Canada L4K 0B1
(888)
554-8789
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
The
Worksports Ltd. 2021 Equity Incentive Plan
The
Worksports Ltd. 2015 Equity Incentive Plan
(Full
Title of the Plan)
American
Corporate Enterprises, Inc.
123
West Nye Ln, Ste 129
Carson
City, NV 89706
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please
send copies of all communications to:
Ross
Carmel, Esq.
Philip
Magri, Esq.
Carmel,
Milazzo & Feil LLP
55
W 39th Street, 18th Floor
New
York, NY 10018
Tel:
212-658-0458
Fax:
646-838-1314
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be
Registered (1)
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Amount to be Registered (2)
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Proposed
Maximum
Offering Price
per Share (3)
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Proposed
Maximum
Aggregate Offering Price
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Amount of Registration
Fee
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Common Stock, par value, $0.0001, issuable pursuant to the 2021 Equity Incentive Plan
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1,250,000
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$
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5.00
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$
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6,250,000
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$
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682
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Common Stock, par value $0.0001, issuable pursuant to the 2015 Equity Incentive Plan
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500,000
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$
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5.00
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$
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2,500,000
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$
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273
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(1)
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This
Registration Statement also covers such additional number of shares, presently undeterminable, as may become issuable under the 2021
Equity Incentive Plan and the 2015 Equity Incentive Plan in the event of stock dividends, stock splits, recapitalizations, or other
changes in the Registrant’s common stock. The shares subject to this Registration Statement are shares granted pursuant to
the Registrant’s 2021 Equity Incentive Plan and the 2015 Equity Incentive Plan, all of which may be reoffered in accordance
with the provisions of Form S-8.
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(2)
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Post-reverse
stock split at the rate of 1 share of Common Stock for each 20 shares of common stock of the Registrant issued and outstanding.
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(3)
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Pursuant
to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, the offering price and the amount of the fee for these
shares were computed based on the average of the high and low prices of the Registrant’s Common Stock as reported by the Nasdaq
Capital Market for August 17, 2021, which date is within five business days prior to the initial filing date of this Registration
Statement.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and
Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Registrant’s 2021 Equity Incentive
Plan and 2015 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities
Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
Commission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information
incorporated by reference is considered to be part of this prospectus, and later information that we file with the Commission will automatically
update and supersede this information. The documents listed below are incorporated by reference into this prospectus:
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●
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The
Registrant’s Prospectus filed with the Commission on August 5, 2021 pursuant to Rule 424(b)(4) under the Securities Act, relating
to the Registration Statement on Form S-1, as amended (File No. 333-256142);
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●
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the Commission on May 24, 2021 (File
No. 000-27631);
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●
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The
Registrant’s Current Reports on Form 8-K filed with the Commission on May 7, 2021, May 12, 2021, May 21, 2021, May 26, 2021,
May 27, 2021, June 1, 2021, June 3, 2021, July 2, 2021, and August 9, 2021; and
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●
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The
description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A filed with the Commission
on July 27, 2021 (File No. 001-40681) under the Exchange Act, including any amendment or report filed for the purpose of updating
such description.
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All
documents filed and to be filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment, shall be deemed
to be incorporated by reference into this Registration Statement and to be a part hereof from the respective date of filing of such documents.
Unless expressly incorporated into this Registration Statement, a report (or portion thereof) furnished under Item 7.01 of Form 8-K prior
or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section
78.7502 of the Nevada Revised Statutes (“NRS”) permits a Nevada corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation (i.e., a “non-derivative proceeding”), by reason
of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with the action, suit or proceeding if he or she:
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Is
not liable under NRS 78.138 for breach of his or her fiduciary duties to the corporation; or
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Acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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In
addition, NRS 78.7502 permits Nevada corporation to indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor (i.e.,
a “derivative proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he:
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●
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Is
not liable under NRS 78.138 for breach of his or her fiduciary duties to the corporation; or
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Acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.
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Under
NRS 78.502, indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
To
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of
any non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the corporation is obligated
to indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.
NRS
78.752 permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee
or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against
such liability and expenses.
Under
the Registrant’s Amended and Restated Bylaws, the directors shall cause the Registrant to
indemnify a director or former director of the Registrant, and the directors may cause the Registrant to indemnify a director or former
director of a corporation of which the Registrant is or was a shareholder and the heirs and personal representatives of any such person
against all costs, charges, and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action
or proceeding to which he is, or they are made a party by reason of his or her being or having been a director of the Registrant or a
director of such corporation, including an action brought by the Registrant. . Each director of the Registrant on being elected or appointed
is deemed to have contracted with the Registrant on the terms of the foregoing indemnity.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission,
this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed
Not
applicable
Item
8. Exhibits
Filed
as an exhibit to the Company’s Registration Statement on Form S-1/A filed on July 8, 2021 and incorporated by reference
herein.
Item
9. Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in
the Registration Statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply to the Registration Statement on Form S-8 if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of l933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Vaughan, Ontario, Canada, on August 18, 2021.
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WORKSPORT
LTD.
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/s/
Steven Rossi
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By:
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Steven
Rossi
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Chief
Executive Officer
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(Principal
Executive Officer)
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Steven Rossi, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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/s/
Steven Rossi
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Chief
Executive Officer, President, Secretary and Director
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August
18, 2021
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Steven
Rossi
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(Principal
Executive Officer)
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/s/
Michael Johnston
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Chief
Financial Officer
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August
18, 2021
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Michael
Johnston
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
Lorenzo Rossi
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Director
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August
18, 2021
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Lorenzo
Rossi
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/s/
Craig Loverock
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Director
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August
18, 2021
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Craig
Loverock
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/s/
William Caragol
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Director
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August
18, 2021
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William
Caragol
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August
18, 2021
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/s/
Ned L. Siegel
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Director
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Ned
L. Siegel
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