SUUN SolarBank Corporation

 

 

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 March, 2025.

 

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 ☒

 

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) ☐

 

 

 

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 March 24, 2025	Solarbank Corporation
	By:	/s/ Sam Sun
		Sam Sun
		Chief Financial Officer & Corporate Secretary

 

Exhibit Index

 

Exhibit		Description of Exhibit
99.1		Press Release dated March 24, 2025

 

 

Exhibit 99.1

 

SolarBank Corporation Announces Closing of up to US$19 Million Equity Financing

 

TORONTO, March 24, 2025 /PRNewswire/ - SolarBank Corporation (NASDAQ: SUUN) (Cboe CA: SUNN) (FSE: GY2) (“SolarBank” or the “Company”), today announced it has closed its previously announced registered direct offering with a single institutional investor. The investor — a multi-billion dollar global investment fund backed by a bulge bracket investment bank and that has a large portfolio of energy investments — purchased 2,394,367 common shares and warrants to purchase up to 2,394,367 common shares at a combined purchase price of US$3.55 per common share and accompanying warrant for aggregate gross proceeds of approximately US$8.5 million before deducting fees and other estimated offering expenses (the “Offering”). The warrants are exercisable immediately at an exercise price of US$4.45 per share and will expire five years from the date of issuance. Approximately $8.5 million was funded in full upon the closing of the Offering, and up to an additional $10.65 million may be funded upon full cash exercise of the warrants. No assurance can be given that any of the warrants will be exercised.

 

The Company expects to use the net proceeds from the Offering to advance its independent power producer assets including battery energy storage system (BESS) projects and a community solar project in New York, along with for working capital and other general corporate purposes.

 

A.G.P./Alliance Global Partners acted as sole placement agent for the Offering.

 

The Offering was made in the United States only under the Company’s short form base shelf prospectus dated May 2, 2023 (the “Base Shelf ‎Prospectus”), filed with the securities regulatory authorities in each of the provinces and ‎territories of Canada , and the corresponding registration statement on Form F-10 (the ‎‎”Registration Statement”) filed by the Company with the U.S. Securities and Exchange ‎Commission (“SEC”) under the U.S./Canada Multijurisdictional Disclosure System (“MJDS”). ‎The Company has filed a prospectus supplement (the “Supplement”) to the Base Shelf Prospectus on a non-offering basis with applicable securities regulatory authorities in Canada. The Supplement was also filed with the SEC as part of the Company’s Registration Statement under the MJDS. Copies of the Supplement and the Base Shelf Prospectus are available on SEDAR at www.sedar.com and copies of the Supplement and the Registration Statement will be available on EDGAR at www.sec.gov.

 

Copies of the Supplement, the Base Shelf Prospectus and the Registration Statement may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

 

About SolarBank Corporation

 

SolarBank Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in Canada and the USA. The Company develops solar, Battery Energy Storage System (BESS) and EV Charging projects that sell electricity to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of projects across multiple leading North America markets including projects with utilities, host off-takers, community solar, and virtual net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy projects with a combined capacity of over 100 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.

 

For further information, please contact:

 

SolarBank Corporation

Tracy Zheng

Email: tracy.zheng@solarbankcorp.com

Phone: 416.494.9559

 

Forward Looking Statements

 

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of SolarBank to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in SolarBank’s latest Annual Information Form (the “AIF”), which also forms part of SolarBank’s latest annual report on Form 40-F, and which is available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar.shtml and on the investor section of SolarBank’s website at www.SolarBankcorp.com. All forward-looking statements in this press release are made as of the date of this press release. SolarBank does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein include, without limitation, statements about the anticipated use of proceeds of the Offering; the exercise of the warrants prior to their expiration and other risks and uncertainties that are described from time to time in SolarBank’s public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is contained in the AIF under “Risk Factors”.

 

SolarBank 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 news release are expressly qualified in their entirety by ‎this cautionary statement.

 

 

---