GreenPower Announces Issuance of Series B Convertible Preferred Shares in Settlement of Convertible Debentures and Issuance of Shares for Accrued Interest and Dividends

GreenPower converted $1,999,750 in debt to preferred equity, boosting shareholders’ equity and insider stakes.

What the company is saying

GreenPower Motor Company Inc. (NASDAQ:GP) announces it has converted $1,999,750 of convertible debentures into 2,105 Series B Convertible Preferred Shares, each with a stated value of USD $1,000, for a total stated value of US$2,105,000. The company frames this as a strategic move to improve its balance sheet and ensure compliance with Nasdaq’s minimum shareholders’ equity requirement. The Series B Convertible Preferred Shares carry a 9% annual dividend and can be converted into common shares at 105% of the stated amount, at US$1.975 per share, subject to adjustment. GreenPower also issued 219,932 common shares for accrued interest and 140,640 common shares for accrued dividends for the period July 1 to September 30, 2026. Insiders, including Fraser Atkinson and G. David Richardson, participated in the offering, receiving both preferred shares and common shares for accrued amounts, with all insider securities subject to a four-month-plus-one-day hold. The company emphasizes that these transactions are exempt from formal valuation and minority approval requirements under MI 61-101. The tone is procedural and regulatory, focusing on compliance and balance sheet improvement rather than promotional claims.

What the data suggests

The conversion of $1,999,750 in debentures into 2,105 Series B Convertible Preferred Shares immediately reduces debt and increases shareholders’ equity. The preferred shares pay a 9% dividend and are convertible into common shares at US$1.975 per share, offering a defined path to equity for holders. 219,932 common shares were issued for accrued interest and 140,640 for accrued dividends, further shifting obligations from cash to equity. Fraser Atkinson, through FWP Acquisition Corp., received 1,579 preferred shares for $1,500,050 in principal, 75,773 common shares for interest, and 140,640 for dividends; Koko Financial Services Ltd. received 4,367 shares for interest. After the transaction, Atkinson’s direct and indirect holdings increased to 29.3% of 10,411,627 shares outstanding (non-diluted), and could reach 47.9% if all options, warrants, debentures, and preferred shares are exercised or converted. G. David Richardson, via Countryman Investments Ltd, received 526 preferred shares for $499,700 in principal and 139,792 shares for interest, increasing his stake to 10.9% (non-diluted) and up to 49.9% fully diluted. The company claims this aligns with Nasdaq’s equity requirements, but does not provide before-and-after equity figures. All figures are specific and detailed, but the precise impact on total equity is not quantified.

Analysis

The announcement is a factual disclosure of a completed balance sheet restructuring, converting $1,999,750 of debentures into preferred equity and issuing common shares for accrued interest and dividends. All key claims about the transaction mechanics, insider participation, and resulting ownership changes are supported by specific numerical data. The only forward-looking statements are boilerplate language about insiders potentially acquiring or disposing of securities in the future, which does not constitute promotional hype. The claim that the conversion 'improves the Company's shareholders' equity and aligns with Nasdaq's minimum shareholders' equity requirement' is directionally reasonable but not quantified with before/after equity figures. There is no exaggerated language or overstatement of future benefits; the tone is measured and procedural. No large new capital outlay is disclosed, and the benefits (improved equity metrics) are realised immediately.

Risk flags

• ●Concentration of ownership risk is heightened, as insiders Fraser Atkinson and G. David Richardson together could control nearly half of the company on a fully diluted basis (Atkinson 47.9%, Richardson 49.9%). This level of insider control may reduce minority shareholder influence and increase governance risk.
• ●The company does not disclose explicit before-and-after shareholders’ equity figures or confirm the exact Nasdaq minimum equity threshold, making it difficult to independently verify regulatory compliance or the true magnitude of balance sheet improvement.
• ●The preferred shares carry a 9% annual dividend, creating an ongoing obligation that could pressure cash flow if operating performance does not improve. Conversion terms are fixed at US$1.975 per share, but future dilution is possible if preferred shares are converted en masse.
• ●Personal participation by insiders signals alignment but does not guarantee future institutional support or operational turnaround. Insiders may acquire or dispose of additional securities at their discretion, introducing uncertainty for outside investors.

Bottom line

GreenPower’s conversion of $1,999,750 in debentures into preferred equity and common shares immediately strengthens its balance sheet and addresses Nasdaq’s minimum equity requirement, though the exact before-and-after equity figures are not disclosed. Insider participation is substantial, with Fraser Atkinson and G. David Richardson increasing their stakes and potentially controlling nearly half the company on a fully diluted basis, which may affect governance dynamics. The 9% dividend on the preferred shares introduces a new fixed obligation, and the conversion price of US$1.975 per share sets a clear dilution path if exercised. The transaction is fully executed, and the main impact is immediate, but ongoing monitoring is needed to assess cash flow, further insider activity, and whether the company can sustain compliance and growth. The key takeaway is a near-term improvement in equity metrics, but with increased insider control and continued financial obligations.

Announcement summary

(NASDAQ:GP) GreenPower Motor Company Inc. has converted the principal of convertible debentures totaling $1,999,750 owed to certain creditors into 2,105 Series B Convertible Preferred Shares, each with a stated value of USD $1,000 per share, for a purchase price of US$1,999,750 and a stated value of US$2,105,000. The Series B Convertible Preferred Shares carry a dividend rate of 9% per annum and are convertible into common shares at 105% of the stated amount, at a conversion price of US$1.975 per share, subject to adjustment. 219,932 common shares were issued for interest accrued from July 1, 2026 to September 30, 2026 to Debenture investors, and 140,640 common shares were issued for dividends accrued in the same period to Series B Convertible Preferred Share investors. The conversion improves the Company's shareholders' equity and aligns with Nasdaq's minimum shareholders' equity requirement. Insiders participated in the Preferred Share Offering and received common shares for accrued interest and dividends, with all securities issued to insiders subject to a statutory hold period of four months plus a day. Fraser Atkinson, through FWP Acquisition Corp. and other entities, received 1,579 Series B Convertible Preferred Shares in settlement of $1,500,050 in principal, 75,773 common shares for accrued interest, and 140,640 common shares for accrued dividends. Koko Financial Services Ltd., also owned by Atkinson, received 4,367 common shares for accrued interest. Prior to the issuance, Atkinson directly and indirectly owned 536,230 Shares directly, 2,857 Shares through Atkinson Family Trust, 785,555 Shares through FWP Acquisition, 464,367 Shares through 0851433 B.C. Ltd., 634,686 Shares through FWP Holdings LLC, 70,893 Shares through KFS Capital LLC, 333,209 Shares through Koko, 1,786 Shares through H. Atkinson ITF RR Atkinson, 1,786 Shares through H. Atkinson ITF SS Atkinson, 24,500 stock options, 54,348 warrants, a US$1,874,945 Debenture, a US$108,055 Debenture, and 4,640 Series B Convertible Preferred Shares, representing 27.8% of 10,190,847 issued and outstanding Shares on a non-diluted basis. If all options, warrants, Debentures, and Preferred Shares were exercised or converted, Atkinson would control 7,262,614 Shares or 49.7% on a partially-diluted basis. After the issuance, Atkinson owned 536,230 Shares directly, 2,857 Shares through Atkinson Family Trust, 1,00,968 Shares through FWP Acquisition, 464,367 Shares through NumberCo, 634,686 Shares through FWP Holdings, 70,893 Shares through KFS, 337,576 Shares through Koko, 1,786 Shares through H. Atkinson ITF RR Atkinson, 1,786 Shares through H. Atkinson ITF SS Atkinson, 24,500 stock options, 54,348 warrants, a US$374,895 Debenture, a US$108,055 Debenture, and 6,219 Series B Convertible Preferred Shares, representing 29.3% of 10,411,627 issued and outstanding Shares on a non-diluted basis. If all options, warrants, Debentures, and Preferred Shares were exercised or converted, Atkinson would control 14,127,164 Shares or 47.9% on a partially-diluted basis. Countryman Investments Ltd., owned by G. David Richardson, was issued 526 Series B Convertible Preferred Shares in settlement of $499,700 in principal and 139,792 common shares for accrued interest. Prior to the issuance, Richardson owned 980,043 Shares through Countryman, 11,500 Shares, 24,500 stock options, 4,846,396 warrants, and a US$3,459,000 Debenture, representing 9.65% of 10,271,835 issued and outstanding Shares on a non-diluted basis. If all options, warrants, Debenture, and Preferred Shares were exercised or converted, Richardson would control 9,356,378 Shares or 50.2% on a partially-diluted basis. After the issuance, Richardson owned 1,119,835 Shares through Countryman, 11,500 Shares, 24,500 stock options, 4,846,396 warrants, 526 Series B Convertible Preferred Shares, and a US$2,959,300 Debenture, representing 10.9% of 10,411,627 issued and outstanding Shares on a non-diluted basis. If all options, warrants, Debenture, and Preferred Shares were exercised or converted, Richardson would control 9,257,752 Shares or 49.9% on a partially-diluted basis. The Series B Convertible Preferred Shares were issued in settlement of portions of the Debentures outstanding, and the shares were issued for accrued interest and accrued dividends. Both Atkinson and Richardson intend to monitor the business and affairs of the Company and may acquire or dispose of additional securities as deemed appropriate.

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