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Shareholders’ Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Shareholders’ Equity

11. Shareholders’ Equity

 

During year ended December 31, 2022, the following transactions occurred:

 

The Company issued 10,000 common shares to a consultant for services received valued at $86,000, of which $66,329 was issued from share subscriptions payable. During the same period, the Company issued 80,000 common shares for consulting, advisory services, and employee compensation valued at $240,000.

 

The Company issued 45,000 shares of restricted stock to members of the board valued at $260,100 from share subscriptions payable.

 

The Company recognized consulting expense of $487,602 to share subscriptions payable from restricted shares and stock options to be issued. As of December 31, 2022, the restricted shares have not been issued.

 

Refer to note 23 and 24 for additional disclosures of shareholders’ equity.

 

 

Worksport Ltd.

Notes to the Consolidated Financial Statements

December 31, 2022 and 2021

 

11. Shareholders’ Equity (continued)

 

During year ended December 31, 2021, the following transactions occurred:

 

During the year ended December 31, 2021, the Company issued a total of 1,502,410 common shares relating to the Reg-A public offering. Of the shares issued, 15,500 common shares valued at $31,200 were from share subscription payable and 750 common shares valued at $1,500 were cancelled and refunded. The Company raised $3,003,321 and incurred share issuance cost of $123,984.

 

During the year ended December 31, 2021, the Company had an underwriters’ public offering for 3,272,727 units consisting of 1 common share and 1 warrant at $5.50 per unit. In addition, the Company has granted the underwriter of the offering the option to purchase 490,909 warrants and/or an additional 490,909 common shares for 45 days after the closing of the option. During the year ended December 31, 2021, the underwriter purchased 210,909 common shares at $5.49 per share and additional 490,909 warrants (refer to note 23). A cumulative 3,483,636 common shares were issued in connection with offering for $21,805,361, incurring share issuance costs of $4,335,908. As of December 31, 2021, the Company issued an aggregate of 4,986,046 common shares for public offerings, incurring total issuance cost of $4,459,892.

 

During the year ended December 31, 2021, the Company raised $4,081,980 through private placement offerings of 2,040,990 units for 1 common share and 1 warrant for two additional common shares at $2 per unit. As such, the Company issued 2,040,990 common shares in connection with the private offering.

 

During the ended year ended December 31, 2021, 2,488,721 warrants were exercised for 2,287,511 common shares. As of December 31, 2021, 2,287,511 common shares were issued valued at $8,454,564. Refer to note 23.

 

During the year ended December 31, 2021, the Company entered into a loan settlement agreement with a loan holder to issue 62,006 common shares at $1.80 per share for all outstanding loan principal and interest valued at $111,610. As of the date of the settlement, the Company had $157,787 in loans payable, resulting in the Company recognizing a gain on settlement of $46,176. Refer to note 20. As of December 31, 2021, the Company issued 62,006 common shares.

 

During the year ended December 31, 2021, the Company entered into a promissory note payable settlement agreement with a note holder to issue 36,048 common shares valued at $1.80 per share for a total value of $64,890. As of the date of the settlement, the Company had $73,886 in promissory notes payable, resulting in the Company recognizing a gain on settlement of $8,997. Refer to note 9. As of December 31, 2021, the Company issued 36,048 common shares.

 

During the year ended December 31, 2021, the Company entered into a settlement agreement with the convertible promissory note holder to settle all outstanding principal and interest. The Company issued 204,622 common shares at $1.80 per share valued at $368,319. As of the date of the settlement, the Company had $325,667 in convertible promissory notes payable, resulting in the Company recognizing a loss of $42,651 on settlement of debt. Refer to note 10.

 

During the year ended December 31, 2021, the Company issued 1,717,535 common shares to Steven Rossi, the Company’s Chief Executive Officer and Director, in connection with his Employment Agreement in consideration for Mr. Rossi agreeing to amend the Series A Certificate of Designation to eliminate the Series A Preferred Stock conversion rights and agreeing to return 900 Series A Preferred Stock to the Company.

 

During the year ended December 31, 2021, the Company entered into consulting agreements with third party consultants for 380,000 shares of common stock valued at $1,648,700 for consulting services. As of December 31, 2021, the Company issued 370,000 common shares valued at $1,562,700 to the third-party consultants for services received. The remaining 10,000 common shares will be expensed throughout the term of the agreement as the Company accrues the stock payable. As of December 31, 2021, the Company recorded $66,329 to share subscriptions payable for the outstanding 10,000 post-stock split common shares. As of December 31, 2021, the Company expensed $337,091 to advertising and consulting and capitalized $502,534 to intangible assets.

 

 

Worksport Ltd.

Notes to the Consolidated Financial Statements

December 31, 2022 and 2021

 

11. Shareholders’ Equity (continued)

 

During the year ended December 31, 2021, the Company issued 259,808 common shares valued at $741,159 for consulting and prepaid services, $241,559 of which was issued from share subscriptions payable. As of December 31, 2021, the Company recognized consulting expenses of $497,752. During the same period, the Company issued 150,000 common shares valued at $390,000 for consulting services as well as 3,350 common shares valued at $24,121 for employee compensation.

 

During the year ended December 31, 2021, the Company granted and issued 775,000 restricted shares of the Company valued at $4,121,000 to consultants for services to be rendered over a period of 12 and 24 months. Upon issuance, 775,000 of the restricted shares vested immediately. As of December 31, 2021, the Company recognized consulting and advertising expense of $796,000 and $3,325,000, respectively, to prepaid expense.

 

During the year ended December 31, 2021, the Company granted 45,000 restricted shares of the Company to directors of the Company. Upon being granted, 15,000 of the restricted shares vested immediately, and 30,000 vested on January 1, 2022. As of December 31, 2021, the Company recognized consulting expense of $258,618 to share subscriptions payable. As of December 31, 2022, the restricted shares have been issued.

 

Refer to note 23 and 24 for additional disclosures related to shareholders’ equity for consulting expense of $37,000 related to warrant issuance and $1,551,111 to share subscriptions payable for consulting and advertising expense related to stock options.

 

During the year ended December 31, 2021, the Company completed a share consolidation of the Company’s issued and outstanding common shares based on twenty (20) pre-consolidation shares to one (1) post-consolidation share. As a result of the share consolidation, an anti-dilution clause was triggered, resulting in the Company issuing 237,500 common shares valued at $86,687.

 

For the years ended December 31, 2022 and 2021, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2022 and 2021, the Company was authorized to issue 100 shares of its Series A and 100,000 of its Series B Preferred Stock with a par value of $0.0001. Series A preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock. Series B preferred Stock have voting rights equal to 10,000 shares of common stock, per share of preferred stock.