GreenPower (NASDAQ: GP) completes US$879,700 preferred share tranche
Rhea-AI Filing Summary
GreenPower Motor Company Inc. completed a second tranche of its preferred share financing, issuing 926 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$879,700. This tranche is part of a facility that allows issuance of up to US$18 million of these preferred shares to an institutional investor.
Each Series A Convertible Preferred Share can be converted into common shares using a formula based on 105% of its stated value and 125% of the NASDAQ closing price of GreenPower’s common shares on the day before issuance. GreenPower paid Digital Offering LLC a cash commission equal to 5% of the aggregate gross proceeds from this sale. The company positions this financing within its broader strategy as a manufacturer of all‑electric, zero‑emission medium and heavy‑duty vehicles serving cargo and delivery, shuttle and transit, and school bus markets.
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Insights
GreenPower adds US$879,700 through a second preferred share tranche.
GreenPower Motor Company Inc. raised
The preferred shares are convertible into common stock using a formula tied to 105% of stated value and 125% of the NASDAQ closing price before issuance. This links future conversion terms to market pricing, which may influence how many common shares are ultimately issued.
GreenPower paid Digital Offering LLC a
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 March 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
EXHIBIT 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.
| 99.1 | Press Release dated March 2, 2026 |
| 99.2 | Material Change Report dated March 2, 2026 |
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.
Michael Sieffert, Chief Financial Officer
Date: March 2, 2026
 |
Press Release |
Not for Distribution to United States News Wire Services or for
Dissemination in the United States
GreenPower Announces Completion of Second Tranche of
Preferred Share Financing
Vancouver, Canada, March 2, 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, today announced it has issued the second tranche of 926 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$879,700 pursuant to a Securities Purchase Agreement dated November 14, 2025 for the issuance of up to US$18 million of Series A Convertible Preferred Shares through a facility with an institutional investor.
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.
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
GreenPower Motor Company Inc. (the "Company" or "GreenPower")
#240 - 209 Carrall Street
Vancouver, BC V6B 2J2
Item 2 Date of Material Change
February 27, 2026
Item 3 News Release
The news release dated March 2, 2026 was disseminated through Newsfile.
Item 4 Summary of Material Change
Pursuant to a Securities Purchase Agreement dated November 14, 2025 for the issuance of up to US$18 million of Series A Convertible Preferred Shares (the "Financing") through a facility with an institutional investor (the "Investor"), the Company has issued the second tranche of 926 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$879,700.
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.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Pursuant to the Financing, the Company has issued the second tranche of 926 Series A Convertible Preferred Shares in the Private Placement for gross proceeds of US$879,700.
The Company paid Digital Offering LLC a cash commission equal to 5.0% of the aggregate gross proceeds from the sale of Series A Convertible Preferred Shares.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
None.
Item 8 Executive Officer
Fraser Atkinson, CEO, Chairman and Director, (604) 220-8048
Item 9 Date of Report
March 2, 2026
FAQ
What financing did GreenPower Motor Company Inc. (GP) complete in March 2026?
What are the key terms of GreenPower (GP) Series A Convertible Preferred Shares?
How much can GreenPower (GP) raise under its Series A preferred share facility?
What fees did GreenPower (GP) pay for the second tranche of preferred share financing?
Was GreenPower (GP) preferred share financing offered to U.S. investors?
When did GreenPower (GP) record the material change related to this financing?
Filing Exhibits & Attachments
2 documentsPress Releases
