GreenPower (NASDAQ: GP) completes US$1.425M third tranche of Series A convertible preferred financing

Rhea-AI Filing Summary

GreenPower Motor Company Inc. completed the third tranche of its Series A Convertible Preferred Share financing. On June 30, 2026, the company issued 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000 to an institutional investor under a November 14, 2025 Securities Purchase Agreement. The parties also amended the agreement to increase the aggregate stated value of Series A Convertible Preferred Shares issuable by US$2 million, expanding the capacity of the financing facility. Each preferred share is convertible into common shares based on a formula tied to 105% of stated value and 125% of the NASDAQ closing price before issuance, which could lead to future equity dilution. GreenPower will pay Digital Offering LLC a cash placement fee equal to 5% of the cash proceeds raised in this offering.

Insights

Capital structure analyst

GreenPower adds US$1.425M via convertible preferred tranche, expanding its financing facility.

The company issued 1,500 Series A Convertible Preferred Shares for gross proceeds of US$1,425,000, under an existing facility with an institutional investor. It also increased the aggregate stated value available under this preferred share agreement by US$2 million, enlarging potential future funding capacity.

The preferred shares are convertible into common stock using a formula based on 105% of stated value and 125% of the prior-day NASDAQ closing price. This structure implies potential future dilution depending on conversion activity and share price levels at conversion. A 5% placement fee to Digital Offering LLC modestly reduces net proceeds.

The filing highlights GreenPower’s continued use of structured preferred equity rather than traditional debt or common equity. Subsequent disclosures may clarify how much of the expanded stated value is ultimately issued and how conversions affect the common share base over future periods.

Key Figures

Third tranche gross proceeds: US$1,425,000 Preferred shares issued: 1,500 shares Facility stated value increase: US$2 million +3 more

6 metrics

Third tranche gross proceeds US$1,425,000 Third tranche of Series A Convertible Preferred Shares issued June 30, 2026

Preferred shares issued 1,500 shares Series A Convertible Preferred Shares in third tranche

Facility stated value increase US$2 million Increase to aggregate stated value of Series A Convertible Preferred Shares under Agreement

Placement fee rate 5% Cash placement fee on proceeds paid to Digital Offering LLC

Conversion premium to stated value 105% Portion of numerator in conversion formula for preferred shares

Conversion price premium to market 125% Multiplier of NASDAQ closing price in denominator of conversion formula

Key Terms

Series A Convertible Preferred Shares, Securities Purchase Agreement, stated value, private placement, +1 more

5 terms

Series A Convertible Preferred Shares financial

"it issued the third tranche of 1,500 Series A Convertible Preferred Shares in a private placement"

Series A convertible preferred shares are an early round of investment stock that gives holders special rights, such as being paid before common shareholders if the company is sold or shuts down, and sometimes receiving fixed dividends. They can be exchanged for ordinary (common) shares under agreed conditions, so they act like a tradeable ticket that can become regular ownership later. For investors this matters because these shares reduce downside risk while preserving the upside and affect future ownership and dilution.

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement dated November 14, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

stated value financial

"increase the aggregate stated value of Series A Convertible Preferred Shares issuable under the Agreement by US$2 million"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

private placement financial

"1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

forward-looking statements regulatory

"This document contains forward-looking statements relating to, among other things, GreenPower's business and operations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What financing did GreenPower Motor Company Inc. (GP) complete in June 2026?

GreenPower completed the third tranche of its Series A Convertible Preferred Share financing, issuing 1,500 preferred shares for gross proceeds of US$1,425,000. The transaction was executed on June 30, 2026 under a previously signed Securities Purchase Agreement.

How did GreenPower (GP) change the size of its preferred share facility?

On June 30, 2026, GreenPower and its institutional investor amended their Securities Purchase Agreement to increase the aggregate stated value of Series A Convertible Preferred Shares issuable under the facility by US$2 million, expanding potential future preferred issuances.

How are GreenPower’s Series A Convertible Preferred Shares converted into common shares?

Each Series A Convertible Preferred Share converts into common shares using a formula based on 105% of its stated value, plus any additional amounts owing, divided by 125% of the NASDAQ closing price of GreenPower’s common shares on the day before issuance.

What fees does GreenPower (GP) pay for this preferred share offering?

GreenPower will pay Digital Offering LLC a cash placement fee equal to 5% of the cash proceeds raised in the offering. This fee is calculated on the gross proceeds of the private placement of Series A Convertible Preferred Shares completed on June 30, 2026.

Is GreenPower’s June 2026 preferred share financing registered in the United States?

The financing was conducted as a private placement and is not an offer to sell securities in the United States. The securities may not be offered or sold in the U.S. without registration or an applicable exemption under U.S. federal and state securities laws.

What business does GreenPower Motor Company Inc. (GP) operate in?

GreenPower designs, builds and distributes all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, a cargo van, and a cab and chassis. Its vehicles use a clean-sheet, purpose-built, zero-emission design that integrates global suppliers for key components.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number 001-39476

GreenPower Motor Company Inc.

(Translation of registrant's name into English)

#240 - 209 Carrall Street, Vancouver, British Columbia  V6B 2J2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

SUBMITTED HEREWITH

99.1 Press Release dated July 1, 2026

- 2 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GreenPower Motor Company Inc.

          /s/Michael Sieffert

Michael Sieffert, Chief Financial Officer

Date:  July 1, 2026

Press Release

Not for Distribution to United States News Wire Services or for
Dissemination in the United States

GreenPower Announces Completion of Third Tranche of Preferred
Share Financing

Vancouver, Canada, July 1, 2026 - GreenPower Motor Company Inc. (NASDAQ: GP) ("GreenPower" or the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announced that on June 30, 2026 it issued the third tranche of 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000 pursuant to a Securities Purchase Agreement dated November 14, 2025 (the "Agreement") for the issuance of Series A Convertible Preferred Shares through a facility with an institutional investor (the "Investor"). In addition, on June 30, 2026, the Company and the Investor amended the Agreement to increase the aggregate stated value of Series A Convertible Preferred Shares issuable under the Agreement by US$2 million.

Each Series A Convertible Preferred Share is eligible to be converted into common shares in the capital of the Company (each, a "Common Share") based on a specified conversion rate equal to the quotient of 105% of the stated value of each Series A Convertible Preferred Share, plus any additional amounts owing to the Investor at the time of conversion, and 125% of the closing price of the Common Shares on NASDAQ on the day prior to the issuance of such Series A Convertible Preferred Shares.

The Company will pay a cash placement fee equal to 5% of the cash proceeds raised in the Offering to Digital Offering LLC ("Digital Offering") pursuant to an engagement letter dated October 29, 2025 between the Company and Digital Offering. 

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

For further information contact:

Fraser Atkinson, CEO

(604) 220-8048

fraser@greenpowermotor.com 

Michael Sieffert, CFO

Michael.Sieffert@greenpowermotor.com 

Brendan Riley, President

Brendan@greenpowermotor.com 

About GreenPower Motor Company Inc.

GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis.  GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to  www.greenpowermotor.com

Forward-Looking Statements

This document contains forward-looking statements relating to, among other things, GreenPower's business and operations and the environment in which it operates, which are based on GreenPower's operations, estimates, forecasts and projections. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, such as whether the Company will continue to optimize its operations and focus on initiatives that drive sustainable growth, or whether the Company will continue to meet all of the requirements to maintain its Nasdaq exchange listing. A number of important factors including those set forth in other public filings  could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. GreenPower disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

©2026 GreenPower Motor Company Inc. All rights reserved.

Filing Exhibits & Attachments

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• EX-99.1 EXHIBIT 99.1 7.9 KB