Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
04 6월 2024 - 5:15AM
Edgar (US Regulatory)
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 June, 2024.
Commission
File Number 001-41976
Solarbank
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 ☒
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 SOLARBANK CORPORATION (File No. 333-279027), 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:
June 3, 2024 |
Solarbank
Corporation |
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By: |
/s/“Sam
Sun” |
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Sam
Sun |
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Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit
99.1
FORM
51-102F3
MATERIAL
CHANGE REPORT
1. |
Name
and Address of Company |
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SolarBank
Corporation (the “Company” or “SolarBank”)
505
Consumers Road, Suite 803
Toronto,
Ontario M2J 4Z2 |
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2. |
Date
of Material Change |
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May
23, 2024 |
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3. |
News
Release |
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A
news release announcing the material change was disseminated on May 23, 2024 via Cision. |
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4. |
Summary
of Material Change |
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SolarBank
announced that it had entered into an amended and restated equity distribution agreement
(the “Amended Distribution Agreement”) with Research Capital Corporation
(“RCC”) and Research Capital USA Inc. (together with RCC, the “Agents”)
to amend the Company’s existing at-the-market equity program (the “ATM Program”).
The
Company also announced that it had identified matters which required the Company to make a restatement to reclassify certain
amounts within the Statement of Cash Flows for its annual financial statements for the years ended June 30, 2023 and 2022. The
Company has filed amended and restated financial statements for the financial years ended June 30, 2023 and June 30, 2022
and related amended and restated management’s discussion and analysis for the year ended June 30, 2023. |
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5.1 |
Full
Description of Material Change |
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ATM
Program
SolarBank
announced that it had entered into the Amended Distribution Agreement with the Agents to amend the Company’s existing at-the-market
equity program. The Amended Distribution Agreement restates and supersedes the previous equity distribution agreement, dated June
29, 2023, between the Company and RCC to expand the prior Canadian at-the-market equity program to the United States. There can be
no assurance that the Company will issue and sell any common shares under the ATM Program. The timing of any sales and the number
of shares sold, if any, will depend on a variety of factors to be determined by the Company.
Under
the Amended Distribution Agreement, the Company may issue common shares of the Company having an aggregate offering price of
up to US$15,000,000 (the “Offered Shares”) under the ATM Program. The Offered Shares will be issued
by the Company to the public from time to time, through the Agents, at the Company’s discretion. The Offered Shares
sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale. Since the Offered
Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and
during the period of distribution. The Company intends to use the net proceeds from sales of Offered Shares under the ATM Program,
if any, to advance the Company’s business objectives and for general corporate purposes, including, without limitation,
funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary
capital programs and potential future acquisitions. |
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Sales
of Offered Shares, if any, will be made through the Agents in transactions that are deemed
to be “at-the-market distributions” as defined in National Instrument
44-102 – Shelf Distributions and an ”at-the-market offering”
as defined in Rule 415(a)(4) under the United States Securities Act of 1933, as amended,
on the Cboe Canada Inc. (“Cboe”) and the Nasdaq Stock Market, or any other
applicable “marketplace” for the common shares in Canada. The Company is
not obligated to make any sales of Offered Shares under the Amended Distribution
Agreement.
The
Company will pay the Agents a commission of 2.0% of the gross offering proceeds from each sale of Offered Shares and has
agreed to provide the Agents with customary indemnification and contribution rights. The Company will also reimburse the
Agents for certain specified expenses in connection with the entering into and performance of the Amended Distribution
Agreement.
The
ATM Program is being made in Canada pursuant to an amended and restated prospectus supplement dated May 23, 2024 (the “Prospectus
Supplement”) to the Company’s final short form base shelf prospectus dated May 2, 2023 (the “Base
Prospectus”), amending and restating the prospectus supplement previously filed on June 29, 2023, and in the United
States pursuant to a prospectus supplement dated May 23, 2024 (the “U.S. Prospectus Supplement”) to the Company’s
final base shelf prospectus contained in the Company’s effective registration statement on Form F-10 (File No.
333-279027) (the “Registration Statement”) filed with the United States Securities and Exchange Commission
(the “SEC”). Prospective investors should read the Base Prospectus, the Prospectus Supplement and other documents
the Company has filed with the SEC (some of which are incorporated by reference into the Base Prospectus and the Prospectus
Supplement) for more complete information about the Company and the ATM Program, including the risks associated with investing
in the Company.
Copies
of the Prospectus Supplement, Base Prospectus and Amended Distribution Agreement are available under the Company’s profile
on SEDAR+ at www.sedarplus.ca and copies of the U.S. Prospectus Supplement and the Registration Statement are available on the
SEC’s website at www.sec.gov. Alternatively, the Agents will send copies of the relevant documents to investors upon request
by contacting RCC by mail at Research Capital Corporation, 1075 West Georgia Street, Suite 1920, Vancouver, British Columbia
V6E 3C9, by email at schiu@researchcapital.com or by telephone at (778) 373-4088.
Restatement
The
Company also announced that it had identified matters which require the Company to make a restatement to reclassify certain
amounts within the Statement of Cash Flows for its annual financial statements for the years ended June 30, 2023 and 2022 (the
“Restatement”). Users of the Company’s financial statements should note that the Adjustments (as defined
below) do not change the Company’s Assets, Liabilities, Revenues, Gross Profit or Net Income for the fiscal year ended
June 30, 2023.
The
Restatement relates to the reclassification of four items (collectively, the “Adjustments”): (1) the classification
of the investment in GIC and investment in partnership units was reported in financing activities instead of investing
activities; (2) the settlement of aged accounts receivable for acquisition of property, plant and equipment and related items
were non-cash related and should be reported in operating activities instead of investing and financing activities; (3) the
repayment of shareholder loan was reported in operating activities instead of financing activities; and (4) foreign exchange
gain and loss was grouped into effect of changes in exchange rate instead of operating activities.
All
changes are contained within the Statement of Cash Flows and related notes / exhibits and the net cash position of the Company
as of June 30, 2023 is unchanged. The Company has filed amended and restated financial statements for the financial years ended
June 30, 2023 and June 30, 2022 (the “Amended Statements”) and related amended and restated management’s
discussion and analysis (“MD&A”) for the year ended June 30, 2023. |
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Further
details regarding the Adjustments can be found in the Amended Statements and related MD&A
which are available under the Company’s electronic profile on SEDAR+ at www.sedarplus.ca.
The Company has prepared a note to the Amended Statements detailing the impact of the
Adjustments and has revised the Supplemental Cash Flow Information Notes to the Amended
Statements. Additionally, the MD&A has been amended to reflect the restated amounts
for the categories of cash flow activities.
In
connection with the filing of the Amended Statements, the Company is also filing CEO and CFO certifications in compliance with
National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings.
The
identification of the need for the Restatement arose out of the Company’s internal review procedures for the preparation
of the Prospectus Supplement. After discussions with the Company’s former auditor, MSLL CPA LLP, the Company assessed
that the Restatement was required. As a result of this Restatement, the audit committee of the Company determined that the Company’s
consolidated annual audited financial statements for the year ended June 30, 2023, issued on October 23, 2023, should not
be relied upon and should be restated through the Adjustments. |
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5.2 |
Disclosure
for Restructuring Transactions |
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Not
Applicable |
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6. |
Reliance
on Section 7.1(2) of National Instrument 51-102 |
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Not
Applicable |
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7. |
Omitted
Information |
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Not
Applicable |
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8. |
Executive
Officer |
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The
name and business number of the executive officer of the Company who is knowledgeable about
the material change and this report is:
Tracy
Zheng, Chief Administration Officer
(416)
494-9559
tracy.zheng@solarbankcorp.com |
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9. |
Date
of Report |
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May
31, 2024 |
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 material
change report contains forward-looking statements including statements with respect to the Offered Shares sold under the ATM Program;
the use of proceeds from any such sale of Offered Shares; the use by the Company of the ATM Program; future development, production,
cash flow and other anticipated or possible future developments of the Company’s business as well as those listed under
“Caution Regarding Forward-Looking Statements” and “Risk Factors” in the Base Prospectus, and other public
filings of the Company. No assurance can be given that these expectations will prove to be correct and such forward-looking
statements included in this material change report should not be unduly relied upon. These statements speak only as of the date
of this material change 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 material change 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 “Cautionary Note Regarding
Forward-Looking Information” 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 projects 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; 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 COVID-19 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 material change report are expressly qualified in their entirety by this cautionary statement.
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