Capital moves help GreenPower (NASDAQ: GP) tackle Nasdaq equity shortfall

Rhea-AI Filing Summary

GreenPower Motor Company Inc. describes steps it has taken to address a Nasdaq notice that it fell below the required $2.5 million stockholders' equity threshold under the Equity Rule. The company had reported a stockholders' deficit of $8,334,190 as of September 30, 2025.

Since then, GreenPower entered a Securities Purchase Agreement for up to $18 million of Series A Convertible Preferred Shares, closing an initial tranche for gross proceeds of $1,120,050. It retained customer deposits that will be recognized as $6,857,807 of revenue for the quarter ended December 31, 2025, completed $5 million in term loans, and arranged $5 million in facilities with CIBC.

The company also exchanged related party term loans with directors for $3,000,000 of Series B Convertible Preferred Shares and $7,000,000 of Convertible Debentures, of which it expects about $1,050,000 to be recorded as stockholders' equity. Based on these actions, GreenPower believes its stockholders' equity now exceeds $2.5 million and is awaiting Nasdaq's formal determination on renewed compliance.

Insights

Equity & capital structure analyst

GreenPower undertakes multiple financings and conversions to address a Nasdaq equity deficiency notice.

GreenPower Motor Company Inc. had a stockholders' deficit of $8,334,190 as of September 30, 2025 and faced non-compliance with Nasdaq’s $2.5 million equity requirement. It responded with a mix of preferred equity financing, debt facilities, and debt-for-equity exchanges.

Key steps include a Securities Purchase Agreement for up to $18 million of Series A Convertible Preferred Shares, recognizing $6,857,807 in customer deposits as revenue, and arranging $10 million in debt and credit facilities. The company also issued Series B Convertible Preferred Shares and $7,000,000 of Convertible Debentures to replace related party term loans, expecting about $1,050,000 of that debenture value to count as stockholders' equity.

These measures are aimed at lifting equity above Nasdaq’s threshold; GreenPower states it now believes stockholders' equity exceeds $2.5 million and is awaiting Nasdaq’s formal determination on compliance. Actual implications for its balance sheet and future financing flexibility will become clearer in subsequent financial reports.

FAQ

Why did GreenPower Motor Company Inc. (GP) receive a Nasdaq equity deficiency notice?

GreenPower received a Nasdaq equity deficiency notice because it failed to maintain the required $2.5 million in stockholders' equity under Listing Rule 5550(b)(1). As of September 30, 2025, the company reported a stockholders' deficit of $8,334,190, triggering the compliance issue.

What financing actions did GreenPower (GP) take to improve stockholders' equity?

GreenPower entered a Securities Purchase Agreement for up to $18 million of Series A Convertible Preferred Shares, closed $5 million in term loans, and obtained $5 million in CIBC facilities. It also exchanged related party term loans for Series B Convertible Preferred Shares and $7,000,000 of Convertible Debentures.

How much new revenue will GreenPower Motor Company Inc. (GP) recognize from retained customer deposits?

GreenPower will recognize $6,857,807 as revenue for the quarter ended December 31, 2025 from retained customer deposits. This revenue recognition reflects an agreement allowing the company to keep previously received deposits, contributing to its efforts to improve stockholders' equity.

What related party transactions did GreenPower (GP) complete to address its equity position?

GreenPower issued $2,000,000 and $1,000,000 of Series B Convertible Preferred Shares and $7,000,000 of Convertible Debentures in exchange for related party term loans with company directors. It expects about $1,050,000 of the debentures to be recognized as stockholders' equity.

Has GreenPower Motor Company Inc. (GP) regained compliance with the Nasdaq equity rule?

GreenPower states that, after its financing and restructuring actions, it believes stockholders' equity now exceeds the $2.5 million Nasdaq requirement. However, the company is still awaiting Nasdaq’s formal determination that it has regained compliance with Listing Rule 5550(b)(1).

What credit facilities did GreenPower (GP) secure from CIBC and on what terms?

GreenPower closed $5 million in financing facilities with CIBC, consisting of a $3 million revolving line of credit and a $2 million term loan. Two directors provided guarantees, and the company issued 403,225 common shares and 2,016,129 share purchase warrants, each valued at $500,000.

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

Accepted by SEC EDGAR 01/30/2026 - 06:00 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 January 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  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

SUBMITTED HEREWITH

Item 8.01  Other Events

On August 15, 2025, The Nasdaq Stock Market LLC formally notified GreenPower Motor Company Inc. (the "Company") that the Company no longer complied with Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule") due to the Company's failure to maintain a minimum of $2.5 million in stockholders' equity.  The Company attended a hearing before the Nasdaq Hearings Panel to address the matter on October 2, 2025, and was subsequently granted an extension through January 31, 2026, to evidence compliance with the Equity Rule.  As set forth below, the Company has completed a number of transactions that served to increase stockholders' equity.

As reported in the Quarterly Report on Form 6-K filed by the Company on November 12, 2025, as of September 30, 2025, the Company reported a stockholders' deficit of $8,334,190.  Since September 30, 2025, the Company has completed the following transactions:

(i) On November 14, 2025, the Company announced that it had entered into a Securities Purchase Agreement for up to $18 million of Series A Convertible Preferred Shares and the closing of the initial tranche for gross proceeds of $1,120,050 less estimated share issue costs of $168,600. 

(ii) On November 20, 2025, the Company announced that it had entered into an agreement to retain deposits that had been made by a customer resulting in $6,857,807 that will be recognized as revenue in the third quarter ended December 31, 2025.

(iii) On January 8, 2026, the Company announced that that it had closed $5 million in term loans and the issuance of 614,025 Common Shares for $500,000 and 3,205,128 share purchase warrants with an equivalent value of $500,000.

(iv) On January 13, 2026, the Company announced the closing of the financing with CIBC for $5 million in financing facilities, comprised of a $3 million revolving line of credit and a $2 million term loan.  Two directors provided guarantees and the Company issued 403,225 common shares for $500,000 and 2,016,129 share purchase warrants with an equivalent value of $500,000.

(v) On, January 22, 2026, the Company issued $2,000,000 of Series B Convertible Preferred Shares in exchange for related party term loans with a director of the Company.

(vi) On January 22, 2026, the Company issued $7,000,000 of Convertible Debentures in exchange for related party term loans with certain directors of the Company.  The Company expects to recognize approximately 15% of the total amount, or $1,050,000, as stockholders' equity.

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(vii) On January 28, 2026, the Company issued $1,000,000 of Series B Convertible Preferred Shares in exchange for related party term loans with a director of the Company.

As a result of the foregoing, and as of the date of this Current Report on Form 6-K, the Company believes it has stockholders' equity of more than $2.5 million as required for continued listing on The Nasdaq Capital Market under the Equity Rule.  The Company awaits Nasdaq's formal determination that the Company has regained compliance with the Equity Rule.

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SIGNATURES

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 Motors Inc.

/s/ Michael Sieffert

Michael Sieffert, Chief Financial Officer

Date:  January 30, 2026