GreenPower Motor (NASDAQ: GP) closes $1.43M preferred share raise

Rhea-AI Filing Summary

GreenPower Motor Company Inc. reported the completion of the fourth tranche of its Series A Convertible Preferred Share financing with an institutional investor. The company issued 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000 under a previously signed Securities Purchase Agreement.

Each preferred share may be converted into common shares at a rate based on 105% of the stated value plus any additional amounts owing, divided by 125% of the prior-day NASDAQ closing price of the common shares. GreenPower paid Digital Offering LLC a 5% cash placement fee on the proceeds. The disclosure is also incorporated by reference into existing Form F-3 and Form S-8 registration statements.

Filing Explained

The disclosed tranche is preferred shares, not a reported common-share issuance: they are eligible for conversion, so conversion could increase total shares and reduce existing holders’ percentage ownership. The filing does not state that conversion has occurred or specify the resulting number of common shares.

Key Figures

Series A Convertible Preferred Shares issued: 1,500 shares Gross proceeds: US$1,425,000 Placement fee rate: 5.0% +3 more

6 metrics

Series A Convertible Preferred Shares issued 1,500 shares Fourth tranche of the Financing completed in a private placement

Gross proceeds US$1,425,000 Aggregate gross proceeds from the fourth tranche private placement

Placement fee rate 5.0% Cash commission on aggregate gross proceeds paid to Digital Offering LLC

Conversion premium on stated value 105% Portion of conversion formula applied to the stated value of each preferred share

Conversion price factor vs market 125% Denominator uses 125% of prior-day NASDAQ closing price of common shares

Material change date August 18, 2026 Date of material change and related press release and report

Key Terms

Series A Convertible Preferred Shares, private placement, Material Change Report, stated value, +1 more

5 terms

Series A Convertible Preferred Shares financial

"the issuance of 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.

private placement financial

"1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds"

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.

Material Change Report regulatory

"51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

stated value financial

"105% of the stated value of each Series A Convertible Preferred Share"

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.

forward-looking statements regulatory

"This document contains forward-looking statements relating to, among other things"

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.

FAQ

What financing did GreenPower Motor Company Inc. (GP) announce on August 18, 2026?

GreenPower announced completion of the fourth tranche of its Series A Convertible Preferred Share financing, issuing 1,500 preferred shares in a private placement for gross proceeds of US$1,425,000 with an institutional investor.

How are GreenPower (GP) Series A Convertible Preferred Shares converted into common shares?

Each Series A Convertible Preferred Share may be converted into common shares at a rate equal to 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 did GreenPower (GP) pay in connection with the fourth tranche financing?

GreenPower paid Digital Offering LLC a 5.0% cash commission on the US$1,425,000 aggregate gross proceeds from the sale of the Series A Convertible Preferred Shares in the fourth tranche private placement.

Was GreenPower’s (GP) August 2026 preferred share financing offered in the United States?

No. The company stated the financing is not an offer or solicitation to sell securities in the United States, and the securities may not be offered or sold in the U.S. or to U.S. persons without registration or an applicable exemption.

How is the August 18, 2026 GreenPower (GP) financing disclosure used in its SEC registrations?

The disclosure, including Exhibit 99.2, is incorporated by reference into GreenPower’s Form F-3 (No. 333-276209) and Form S-8 (No. 333-261422) registration statements, becoming part of those filings from the submission date.

Who are the key contacts for GreenPower Motor Company Inc. (GP) regarding the August 2026 financing?

Key contacts listed are Fraser Atkinson (CEO), Michael Sieffert (CFO), and Brendan Riley (President), each with provided email addresses and a phone number for Fraser Atkinson at (604) 220-8048.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/18/2026 - 09:26 AM Accepted by SEC EDGAR 08/18/2026 - 09:26 AM Learn about SEC filing dates

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 August 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 IS 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 August 18, 2026
99.2	Material Change Report dated August 18, 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:  August 18, 2026

Press Release

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

GreenPower Announces Completion of Fourth Tranche of Preferred Share Financing

Vancouver, Canada, August 18, 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 fourth 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, as amended on June 30, 2026 (the "Agreement") for the issuance of Series A Convertible Preferred Shares through a facility with an institutional investor (the "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

August 18, 2026

Item 3 News Release

The news release dated August 18, 2026 was disseminated through TMX Newsfile .

Item 4 Summary of Material Change

Pursuant to a Securities Purchase Agreement dated November 14, 2025, as amended on June 30, 2026 (the "Agreement") for the issuance of Series A Convertible Preferred Shares (the "Financing") through a facility with an institutional investor (the "Investor"), the Company has issued the fourth tranche of 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000.

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 fourth tranche of 1,500 Series A Convertible Preferred Shares in the Private Placement for gross proceeds of US$1,425,000.

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

August 18, 2026

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.6 KB
• EX-99.2 EXHIBIT 99.2 5.6 KB