SUUN

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Key Facts

• Meeting scheduled for October 29, 2026 at 10:00 a.m. ET on October 29, 2026 at 10:00 a.m. ET for annual general and special meeting of shareholders of PowerBank Corporation at 505 Consumers Road, Suite 803, Toronto, Ontario, Canada M2J 4V8, Canada on October 29, 2026 at 10:00 a.m. (Eastern Time) for the following purposes: 1. To receive and consider the audited consolidated financial statements of the Company for the year ended June 30, 2026 and the report of the auditors thereon. 2. To set the number of directors of the Company at five. 3. To elect Dr. Richard Lu, Paul Pasalic, Paul Sparkes, Chelsea Nickles and Matthew Wayrynen as directors of the Company on the basis set forth in the accompanying information circular of the Company dated September 23, 2026 (the Information Circular). 4. To appoint Deloitte LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration. 5. To adopt a special resolution approving the amendment to the articles of the Company, as amended (the Share Consolidation Resolution) to provide that: (i) the authorized capital of the Company be altered by consolidating all of the issued and outstanding Common Shares on the basis of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every ten to thirty outstanding pre-consolidation shares, at any time prior to October 29, 2027 (or the date that is 12 months immediately following the date that any adjourned or postponed Meeting is reconvened or held, as the case may be), with the exact ratio to be set at a whole number within this range by the Board in its sole discretion and applicable for all of the Common Shares; and (ii) any fractional shares arising from the consolidation of the Common Shares will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration (the Share Consolidation Proposal). 6. To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.
• The Company received a written notice from Nasdaq Listing Qualifications Department indicating that based upon the closing bid price of the Common Shares for the 30 consecutive business day period between February 19, 2026, through April 1, 2026, the bid price for the Common Shares had closed below the minimum US$1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the Minimum Bid Price Rule).
• The Company was provided an initial period of 180 calendar days, or until September 29, 2026, to regain compliance (the Compliance Period). The Company has applied for a transfer from The Nasdaq Global Market to The Nasdaq Capital Market for an additional 180 calendar days, or until March 28, 2027, to regain compliance. The Company has applied for such a transfer and an additional 180-calendar-day compliance period on the basis that it will complete a Share Consolidation, if required during that period, to comply with the Minimum Bid Price Rule.
• On the Record Date, the closing price for the Common Shares on the Nasdaq was US$0.2642 per Common Share.
• As of September 23, 2026 the Company had 61,878,420 Common Shares without par value issued and outstanding.
• The Board unanimously recommends that you vote FOR the Share Consolidation Resolution.
• The directors, and nominees, as a group beneficially own, directly or indirectly, 2,320,562 Common Shares of the Company representing 3.75% of the total issued and outstanding Common Shares of the Company.
• The Company's executive compensation program comprises three components: base salary, annual cash bonus and long-term incentives in the form of stock options or RSUs. During the financial year ended June 30, 2026, the Company granted 933,000 stock options and 787,997 restricted share units to its Named Executive Officers.
• The Company's total compensation for the year ended June 30, 2026: CEO Dr. Richard Lu $1,140,221; CFO Sam Sun $681,777; President & COO Andrew van Doorn $833,523; Executive VP Corporate Development Tracy Zheng $741,724; Executive Chair Matthew Wayrynen $444,550.

Financial Impact

The filing does not report revenue, earnings, or cash flow. The proposed reverse stock split (1:10 to 1:30) is a mechanical share consolidation with no economic effect on shareholders, except fractional shares cancelled for no consideration. The company is at risk of delisting from Nasdaq if it fails to maintain a $1.00 bid price.

Risk Factors

• The company may fail to regain compliance with Nasdaq's $1.00 bid price requirement and the company may be delisted from Nasdaq, which could materially impact the stock price and liquidity.
• The reverse split may not increase the stock price or reduce volatility, and the market capitalization may be lower than pre-consolidation market capitalization.
• The company may not meet the continued listing requirements of the Nasdaq even after the share consolidation.
• The company's stock price is below $1.00 and the company has a significant risk of delisting from Nasdaq.

Investment Themes

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

US Market Status