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 February, 2026.
Commission
File Number 001-41976
PowerBank
Corporation
(Translation
of registrant’s name into English)
505
Consumers Rd., Suite 803
Toronto,
Ontario, M2J 4Z2 Canada
(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 ☐ 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)
☐
INCORPORATION
BY REFERENCE
Exhibit
99.1 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10
of POWERBANK CORPORATION (File No. 333-287070), as amended and supplemented.
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.
| Date
February 17, 2026 |
PowerBank
Corporation |
| |
|
| |
By: |
/s/
Sam Sun |
| |
|
Sam
Sun |
| |
|
Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
| Exhibit |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Material Change Report dated February 17, 2026 |
Exhibit
99.1
FORM
51-102F3
MATERIAL CHANGE REPORT
| 1. | Name
and Address of Company |
PowerBank
Corporation (the “Company” or “PowerBank”)
505 Consumers Road, Suite 803
Toronto,
Ontario M2J 4Z2
| 2. | Date
of Material Change |
February
13, 2026
A
news release announcing the material change was disseminated on February 17, 2026 via Cision.
| 4. | Summary
of Material Change |
The
Company announced the termination of the sale of its Elmira, Jordan Road 1, and Jordan Road 2 solar power projects (the “Projects”)
to Solar Advocate Development LLC (the “Owner”).
| 5.1 | Full
Description of Material Change |
The
Company previously entered into a transaction for the sale of the Projects to the Owner. The transaction was valued at approximately
$41 million USD, and included PowerBank’s continued engagement to construct the Projects through to commercial operation under
the terms of the engineering procurement and construction (“EPC”) agreements. The three community solar projects represent
a combined generation capacity of 16.87 MW.
Each
EPC agreement included a corresponding guarantee agreement entered into between Owner and the Company that provides that the Owner had,
if it was not satisfied with its due diligence, the absolute and unconditional right to sell, transfer, convey or assign the Project
back to the Company (“Sell-Back Right”) without incurring any further liabilities by providing written notice to Company
at any time within 60 days of December 19, 2025. The Owner has provided notice exercising the Sell-Back Rights for all three Projects.
As a result, this transaction has been terminated and the $4 million USD that was advanced to PowerBank shall be returned to the Owner
and PowerBank shall retain ownership of the Projects. PowerBank will evaluate its plans for these Projects which could include developing
as owned IPP assets or selling them to another third party.
| 5.2 | Disclosure
for Restructuring Transactions |
Not
Applicable
| 6. | Reliance
on Section 7.1(2) of National Instrument 51-102 |
Not
Applicable
Not
Applicable
The
name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Sam
Sun, Chief Financial Officer
(416)
494-9559
sam.sun@PowerBankcorp.com
February
17, 2026
FORWARD-LOOKING
STATEMENTS
This
material change report contains forward-looking statements and forward-looking information within the meaning of Canadian securities
legislation (collectively, “forward-looking statements”) that relate to the Company’s current expectations and
views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely
result”, “are expected to”, “expects”, “will continue”, “is anticipated”,
“anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”,
”projection”, “strategy”, “objective” and “outlook”) are not historical facts
and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results
or outcomes to differ materially from those expressed in such forward-looking statements. In particular and without limitation,
this report contains forward-looking statements pertaining to the Company’s expectations regarding its industry trends and
overall market growth; the Company’s growth strategies the expected energy production from the solar power projects mentioned in
this report; the Company’s future plans for the Projects; and the Company’s development pipeline. No assurance can be
given that these expectations will prove to be correct and such forward-looking statements included in this report should not be
unduly relied upon. These statements speak only as of the date of this report.
Forward-looking
statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical
trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and
uncertainties. In making the forward looking statements included in this report, the Company has made various material assumptions, including
but not limited to: obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and
economic conditions; the Company’s ability to successfully execute its plans and intentions; the availability of financing on reasonable
terms; the Company’s ability to attract and retain skilled staff; market competition; the products and services offered by the
Company’s competitors; that the Company’s current good relationships with its service providers and other third parties will
be maintained; and government subsidies and funding for renewable energy will continue as currently contemplated. Although the Company
believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure
that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors
should not place undue reliance on these forward-looking statements.
Whether
actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of
known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Forward-Looking Statements”
and “Risk Factors” in the Company’s most recently completed Annual Information Form, and other public filings
of the Company, which include: the Company may be adversely affected by volatile solar power market and industry conditions; the execution
of the Company’s growth strategy depends upon the continued availability of third-party financing arrangements; the Company’s
future success depends partly on its ability to expand the pipeline of its energy business in several key markets; governments may revise,
reduce or eliminate incentives and policy support schemes for solar and battery storage power; general global economic conditions may
have an adverse impact on our operating performance and results of operations; the Company’s project development and construction
activities may not be successful; developing and operating solar Project exposes the Company to various risks; the Company faces a number
of risks involving Power Purchase Agreements (“PPAs”) and project-level financing arrangements; any changes to the laws,
regulations and policies that the Company is subject to may present technical, regulatory and economic barriers to the purchase and use
of solar power; the markets in which the Company competes are highly competitive and evolving quickly; an anti-circumvention investigation
could adversely affect the Company by potentially raising the prices of key supplies for the construction of solar power projects; foreign
exchange rate fluctuations; a change in the Company’s effective tax rate can have a significant adverse impact on its business;
seasonal variations in demand linked to construction cycles and weather conditions may influence the Company’s results of operations;
the Company may be unable to generate sufficient cash flows or have access to external financing; the Company may incur substantial additional
indebtedness in the future; the Company is subject to risks from supply chain issues; risks related to inflation and tariffs; unexpected
warranty expenses that may not be adequately covered by the Company’s insurance policies; if the Company is unable to attract and
retain key personnel, it may not be able to compete effectively in the renewable energy market; there are a limited number of purchasers
of utility-scale quantities of electricity; compliance with environmental laws and regulations can be expensive; corporate responsibility
may adversely impose additional costs; the future impact of any global pandemic on the Company is unknown at this time; the Company has
limited insurance coverage; the Company will be reliant on information technology systems and may be subject to damaging cyberattacks;
the Company may become subject to litigation; there is no guarantee on how the Company will use its available funds; the Company will
continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders;
and future dilution as a result of financings.
The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the
Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors,
may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements
contained in this report are expressly qualified in their entirety by this cautionary statement.
