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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nD.C. 20549

Form\nS-8

REGISTRATION\nSTATEMENT

UNDER\nTHE SECURITIES ACT OF 1933

Worksport\nLtd.

(Exact\nname of registrant as specified in its charter)

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

Nevada

35-2696895

(State\n or other jurisdiction of

incorporation\n or organization)

(I.R.S.\n Employer

Identification\n No.)

2500\nN America Dr.

West\nSeneca, NY 14224

(Address,\nincluding zip code, and telephone number, including area code,

of\nregistrant’s principal executive offices)

Worksport\nLtd. 2022 Equity Incentive Plan

(Full\ntitles of the plans)

Steven\nRossi

President,\nChief Executive Officer and Chairman of the Board of Directors

Worksport\nLtd.

2500\nN America Dr.

West\nSeneca, NY 14224

1-888-554-8789

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

Copies\nto:

Ross\nD. Carmel, Esq.

Philip\nMagri, Esq.

Sichenzia\nRoss Ference Carmel LLP

1185\nAvenue of the Americas, 26^th Floor

New\nYork, New York 10036

Telephone:\n(212) 930-9700

Indicate\nby check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company,” and “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

Large\n accelerated filer	☐	Accelerated\n filer	☐
Non-accelerated\n filer	☒	Smaller\n reporting company	☒
		Emerging\n growth company	☐

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory\nNote

This\nRegistration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional\n1,452,276 shares of common stock, par value $0.001 per share (“Common Stock”), of Worksport Ltd. (the “Registrant”),\nissuable pursuant to the Worksport Ltd. 2022 Equity Incentive Plan, as amended (the “2022 Plan”). These additional shares\nof Common Stock became reserved for issuance under the 2022 Plan as a result of the automatic increases effective July 1, 2026 and October\n1, 2026 under the “evergreen” provision in the 2022 Plan, which provides that the total number of shares subject to the 2022\nPlan automatically increases on the first trading day of each calendar quarter pursuant to a specified formula. Upon the effectiveness\nof this Registration Statement, an aggregate of 3,423,860 shares of Common Stock will be registered for issuance from time to time under\nthe 2022 Plan. Pursuant to General Instruction E of Form S-8, the contents of the previous Registration Statements on Form S-8 filed\nby the Registrant with the Securities and Exchange Commission (the “Commission”) on April 14, 2023 (File No. 333-271263),\nMarch 28, 2025 (File No. 333-286236) and April 20, 2026 (File No. 333-295198), in each case pertaining to the 2022 Plan, to the extent\nnot otherwise amended or superseded by the contents hereof, are incorporated by reference into this Registration Statement.

PART\nI

INFORMATION\nREQUIRED IN THE SECTION 10(a) PROSPECTUS

The\ndocuments containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and\nEmployee Plan Annual Information” of Form S-8 will be sent or given to participants of the Registrant’s 2022 Plan, as specified\nby Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to\nbe, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration\nStatement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents\nincorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus\nthat meets the requirements of Section 10(a) of the Securities Act.

The\nRegistrant will provide to each participant in the 2022 Plan, without charge, upon written or oral request, a copy of the documents incorporated\nby reference in Item 3 of Part II of this Registration Statement, which documents are incorporated by reference in the Section 10(a)\nprospectus, and all other documents required to be delivered to participants pursuant to Rule 428(b) under the Securities Act. Requests\nshould be directed to Worksport Ltd., Attention: Corporate Secretary, 2500 N America Dr., West Seneca, NY 14224, telephone 1-888-554-8789.

PART\nII

INFORMATION\nREQUIRED IN THE REGISTRATION STATEMENT

Item\n3. Incorporation of Documents by Reference

The\nCommission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important\ninformation to you by referring you to those documents instead of having to repeat the information in this prospectus. The information\nincorporated by reference is considered to be part of this prospectus, and later information that we file with the Commission will automatically\nupdate and supersede this information. The documents listed below are incorporated by reference into this 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

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

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

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

	●	the Registrant’s Current Reports on\n Form 8-K filed with the Commission on April 14, 2026, May 1, 2026, June 9, 2026, June 24, 2026, August 14, 2026, August 27, 2026\n and September 4, 2026, to the extent the information in such reports is filed and not furnished; and

	●	the\n description of the Registrant’s common stock contained in the Registrant’s Form 8-A (File No. 001-40681) filed with the\n Commission on July 27, 2021, as updated by the description of securities filed as Exhibit 4.10 to the Registrant’s Annual Report\n on Form 10-K for the fiscal year ended December 31, 2025, and including any amendment or report filed for the purpose of updating\n such description.

All\ndocuments 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\nsubsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment which indicates\nthat all securities offered have been sold or which deregisters all securities then remaining, shall be deemed to be incorporated by\nreference into this Registration Statement and to be a part hereof from the respective date of filing of such documents. Unless expressly\nincorporated into this Registration Statement, a report (or portion thereof) furnished under Item 7.01 of Form 8-K prior or subsequent\nto the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated\nor deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement\nto the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference\nherein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified\nor superseded, to constitute a part of this Registration Statement.

ITEM\n4. DESCRIPTION OF SECURITIES

Not\napplicable.

ITEM\n5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not\napplicable.

ITEM\n6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section\n78.7502 of the Nevada Revised Statutes (“NRS”) permits a Nevada corporation to indemnify any person who was or is a party\nor is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative\nor investigative, other than an action by or in the right of the corporation (i.e., a “non-derivative proceeding”), by reason\nof 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\nthe corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,\nagainst expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by\nhim or her in connection with the action, suit or proceeding if he or she:

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

	●	is\n not liable under NRS 78.138 for breach of his or her fiduciary duties to the corporation; or

	●	acted\n 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,\n and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Under\nNRS 78.7502(2), indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court\nof competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement\nto the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent\njurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled\nto indemnity for such expenses as the court deems proper.

To\nthe extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of\nany non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the corporation is obligated\nto indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.

NRS\n78.752 permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements on behalf of any person\nwho 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\ndirector, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability\nasserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee\nor 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\nsuch liability and expenses.

Under\nthe Registrant’s bylaws, the directors shall cause the Registrant to indemnify a director or former director of the Registrant,\nand the directors may cause the Registrant to indemnify a director or former director of a corporation of which the Registrant is or\nwas a shareholder, and the heirs and personal representatives of any such person, against all costs, charges and expenses, including\namounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by such person in connection with any civil,\ncriminal or administrative action or proceeding to which he or she is, or they are, made a party by reason of his or her being or having\nbeen a director of the Registrant or a director of such corporation, including an action brought by the Registrant. Each director of\nthe Registrant, on being elected or appointed, is deemed to have contracted with the Registrant on the terms of the foregoing indemnity.

Insofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of\nthe Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission,\nthis indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item\n7. Exemption from Registration Claimed

Not\napplicable.

Item\n8. 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

Exhibit\n No.:		Description\n of Exhibit:
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Worksport Ltd. 2022 Equity Incentive Plan (previously filed and incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023)
10.2		First Amendment to Worksport Ltd. 2022 Equity Incentive Plan (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 20, 2026)
23.1		Consent of Lumsden & McCormick, LLP
23.2		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on the Signature Page hereto)
107		Filing Fee Table

Item\n9. 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;

(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 in the Registration Statement;\nand

(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 (a)(1)(i) and (a)(1)(ii) of\nthis section do not apply to the Registration Statement on Form S-8 if the information required to be included in a post-effective amendment\nby those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section\n15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

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

(b)\nThe undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of\nthe Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference\nin the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the\noffering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all\nof the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of West Seneca, New York, on October 9, 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
	Name:	Steven\n Rossi
	Title:	President,\n Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

POWER\nOF ATTORNEY

KNOW\nALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Rossi\nas his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his\nor her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this\nregistration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities\nand Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act\nand thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could\ndo in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes, may lawfully do or\ncause to be 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.

\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

Signature	Title	Date

/s/\n Steven Rossi	President,\n Chief Executive Officer and Chairman of the Board of Directors	October\n 9, 2026
Steven\n Rossi	(Principal\n Executive Officer)

/s/\n Jennifer Kartychak	Chief\n Financial Officer	October\n 9, 2026
Jennifer\n Kartychak	(Principal\n Financial Officer and Principal Accounting Officer)

/s/\n Lorenzo Rossi	Director	October\n 9, 2026
Lorenzo\n Rossi

/s/\n Craig Loverock	Director	October\n 9, 2026
Craig\n Loverock

/s/\n William Caragol	Director	October\n 9, 2026
William\n Caragol

/s/\n Ned L. Siegel	Director	October\n 9, 2026
Ned\n L. Siegel

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