GREENPOWER MOTOR Co INC.

GreenPower Motor Company Inc. 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 vans, and a cab and chassis. The company employs a clean-sheet design to manufacture purpose-built battery-powered zero-emission vehicles while integrating global suppliers for key components. The industry is highly competitive, with competition based on brand recognition, product quality, price, and innovation, and the company operates in a capital-intensive industry with significant working capital requirements.

Primary competitors named in the filing include BYD, New Flyer, Blue Bird, Workhorse, Chanje, Lightning, Motiv, Gillig, Eldorado, Lion, MicroBird, Navistar, Thomas Built, Phoenix Motors, Zenith Motors, and SEA Electric. GreenPower believes its competitive advantages include a clean-sheet design offering purpose-built solutions, the EV Star being the only class 4 electric vehicle that can be built to meet Buy America Compliance and Altoona tested, and the BEAST and Nano BEAST school buses featuring a composite monocoque structure. The company is the only company that offers a purpose-built electric cab and chassis as opposed to a converted gasoline or diesel cab and chassis.

GreenPower generates revenue through the sale and lease of all-electric vehicles directly to customers and through a network of dealers in different regions of the United States, and directly to customers in Canada. The company also provides lease financing for some vehicles. Revenue is transactional in nature, derived from vehicle sales and leases, with no recurring income stream described. Primary customer segments include commercial transportation companies, transit properties, government agencies, and school districts.

GreenPower's product lines include the School Bus Line, Commercial Goods Line, and Commercial Passenger Line. The School Bus Line comprises the Type D BEAST, Type D Mega BEAST, and Type A Nano BEAST. The BEAST is a 40-ft 90 passenger design with a 193.5-kWh battery system and a range of up to 150 miles on a single charge. The Mega BEAST provides a range of up to 300 miles due to its 387 kwh battery pack and offers vehicle to grid technology. The Nano BEAST is a 25-ft Type A school bus with seating for 24 passengers, a 118-kWh battery system, and a range of up to 150 miles on a single charge.

The Commercial Goods Line includes the EV Star Cab and Chassis, EV Star Cargo, EV Star Cargo Plus, EV Star Stakebed Truck, EV Star Utility Truck, EV Star Cargo Plus Refrigerated Truck, EV Star Cargo Refrigerated Van, and the EV Star REEFER X, all built on the EV Star platform with a range of up to 150 miles. The Commercial Passenger Line includes the EV Star Passenger Van, EV Star Mobility Plus, 30-ft EV250, 40-ft EV350, and double decker EV550. The EV250 has a 260-kWh battery capacity and a range of up to 160 miles on a single charge. The EV350 has a battery capacity of up to 400 kwh and a range of up to 212 miles on a single charge. The EV550 has a 500-kWh battery capacity and a range of up to 175 miles on a single charge.

During the year ended March 31, 2026, the company delivered a total of 25 vehicles, comprised of 12 EV Star models, 4 BEAST Type D school buses, and 9 Nano BEAST Type A school buses. GreenPower negotiated a contract cancellation with Workhorse under which Workhorse agreed to forego deposits and GreenPower retained ownership of approximately 100 EV Star CC's in inventory. The company completed a consolidation of its common shares on September 8, 2025 on the basis of ten pre-consolidation common shares for one post-consolidation common share. GreenPower voluntarily delisted from the TSX Venture Exchange on November 14, 2025. The company entered into a securities purchase agreement for up to $16 million ¹ of Series A convertible preferred shares, later amended to allow up to $18 million ², and issued 2,105 ³ Series A Preferred Shares for gross proceeds of approximately $2.0 million ⁴. During January, the company completed financings including a $3 million ⁵ operating line of credit, a $2 million ⁶ term loan, and letter of credit facilities of up to $2.95 million ⁷ with CIBC. Net new loans from related parties during the year totaled $6.6 million ⁸. $7 million ⁹ of related party loans were converted into convertible debentures with a 3-year term, an interest rate of 12% ¹⁰, convertible at $0.99 ¹¹ per share. $3.9 million ¹² of related party loans was converted into 4,200 ¹³ Series B convertible preferred shares.

For the fiscal year ended March 31, 2026, GreenPower generated annual revenue of $16.4 million ¹⁴, a decline of 17.4% ¹⁵ from the prior year. Included in revenue is $9.6 million ¹⁶ of revenue from deposits previously recognized as deferred revenue recognized due to cancelled contracts. Gross profit was $9,215,103 ¹⁷ with a gross profit margin of 56.2% ¹⁸, compared to 11.1% ¹⁹ in the prior year. Total sales, general and administrative costs reduced by nearly 47% ²⁰ compared to the prior year. The company generated a loss of $5.5 million ²¹ for the year, bringing the accumulated deficit to $103.0 million ²².

GreenPower is focused on selling vehicles in inventory, including the approximately 100 EV Star CC's retained from the Workhorse contract cancellation, providing flexibility to seek alternative buyers for diverse end markets. The company is actively seeking to expand its dealer network into new markets across North America. GreenPower has established a significant partnership with the state of West Virginia, including a lease purchase agreement for an 80,000 square foot facility on six acres of land to manufacture all-electric school buses, with the state providing worker training and hiring support, up to $3.5 million ²³ in employment incentive payments in exchange for meeting hiring targets, and a contract to purchase up to $15 million ²⁴ of GreenPower vehicles produced at the facility.

GreenPower's management has undertaken cost cutting initiatives, including reducing its number of leased facilities, reducing the number of employees, and better managing controllable expenses. Total sales, general and administrative expenses reduced by nearly 47% ²⁵ compared to the prior year, driven by rationalization of the company's geographic footprint and reduction of the company's workforce. The company consolidated its California operations into a new manufacturing facility in Riverside, California, terminating leases in Porterville and Torrance, leading to an immediate reduction in rent expense and additional expected savings in transportation, travel, salaries, and other administrative expenses.

GreenPower currently contracts out the majority of manufacturing of its vehicles to third party manufacturers in Asia, with final assembly performed by employees in North America. The company utilizes multiple contract manufacturers in Asia and is currently manufacturing BEAST school buses at its facility in South Charleston, West Virginia. GreenPower leases a 72,000 sq. foot facility in Riverside, California for production, assembly, maintenance, service, parts inventory, and distribution. The company also has additional space in Porterville, CA with approximately 20,000 sq. ft. for production and storage.

The company expended $701,369 ²⁶ on product development costs during the year ended March 31, 2026, compared to $1,339,200 ²⁷ in the prior year. The company's principal capital expenditures have been funded through the sale of common shares, Series A preferred shares, Series B preferred shares, convertible debentures, warrants, proceeds from the exercise of warrants and options, loans from related parties, an operating line of credit and term loan with CIBC, and a term loan facility. The company does not anticipate paying any cash dividends on its common shares in the near future.

GreenPower faces significant headwinds including the reduction or elimination of government incentives, particularly the suspension of HVIP incentives by the state of California while the company responds to requests for information from CARB and the California Attorney General. The company is subject to significant import tariffs on goods imported to the U.S., which have increased costs and led to delays on processing and inspection of imported goods. The company's operating line of credit and term loan facility are demand facilities, subject to repayment risk at the lender's discretion, with a drawn balance of $2.0 million ²⁸ on the line of credit and $2.0 million ²⁹ on the term loan as at March 31, 2026.

The company has not reached profitability and has negative operating cash flows, generating a loss of $5.5 million ³⁰ for the year ended March 31, 2026, bringing the accumulated deficit to $103.0 million ³¹, and there is substantial doubt about the company's ability to continue as a going concern. The suspension of HVIP incentives by the state of California while the company responds to requests for information from CARB and the California Attorney General has negatively impacted the company, and the timing of when the company will be eligible to receive HVIP incentives is uncertain. The company is defending itself against claims from former employees in West Virginia that have resulted in default judgments and a court order preventing the company from delivering vehicles outside of the state, which has had a negative impact on the company's cash flow and ability to continue operations in the state. The company's operating line of credit and term loan facility are demand facilities, with a drawn balance of $2.0 million ³² on the line of credit and $2.0 million ³³ on the term loan as at March 31, 2026, subject to repayment risk at the lender's discretion.

Management's message emphasizes the challenging market conditions in the commercial EV sector and the company's actions to reduce operating costs, including rationalization of the geographic footprint and reduction of the workforce, which management believes have improved the company's ability to weather the current market environment. Key strategic priorities include selling vehicles in inventory, collecting accounts receivable, accessing funds available from the operating line of credit, and seeking potential new sources of financing. Management acknowledges material uncertainty that casts substantial doubt upon the company's ability to continue as a going concern, and plans to address this by selling vehicles in inventory, collecting accounts receivable, accessing funds from the operating line of credit, and seeking new financing sources.