Greenwave swaps $8M CEO-linked debt for 2.15M shares

Greenwave Technology Solutions, Inc. (GWAV) entered into an Exchange Agreement with DWM Properties LLC, an entity controlled by Chief Executive Officer Danny Meeks.

Rhea-AI Filing Summary

Greenwave Technology Solutions, Inc. (GWAV) entered into an Exchange Agreement with DWM Properties LLC, an entity controlled by Chief Executive Officer Danny Meeks. The company issued 2,152,853 common shares to DWM in exchange for cancelling a $5,391,859 promissory note and other related party amounts totaling $2,608,141, eliminating $8,000,000 of obligations owed to Mr. Meeks and his affiliates.

The exchange shares are being issued as unregistered securities in reliance on Section 4(a)(2), Regulation D, and/or Section 3(a)(9) under the Securities Act, and will bear a restrictive legend stating they may not be offered or sold in the United States without registration or an applicable exemption.

Filing Explained

The 2,152,853 common shares issued in the debt exchange increase Greenwave’s total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal balance: $5,391,859 Other related party amounts: $2,608,141 Total obligations extinguished: $8,000,000 +3 more

6 metrics

Promissory note principal balance $5,391,859 Outstanding promissory note payable to DWM exchanged for common shares

Other related party amounts $2,608,141 Additional amounts owed to Danny Meeks and affiliates included in the exchange

Total obligations extinguished $8,000,000 Sum of promissory note and other related party amounts cancelled in the exchange

Exchange Shares issued 2,152,853 shares Common stock issued to DWM Properties LLC under the Exchange Agreement

Par value of common stock $0.001 per share Par value of GWAV common stock issued as Exchange Shares

Exchange Agreement date August 24, 2026 Date of the Exchange Agreement with DWM Properties LLC

Key Terms

Exchange Agreement, related party amounts, Section 4(a)(2), Regulation D, +1 more

5 terms

Exchange Agreement financial

"On August 24, 2026, Greenwave Technology Solutions, Inc. ... entered into an Exchange Agreement"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

related party amounts financial

"other related party amounts owed to Mr. Meeks and his affiliates totalling $2,608,141"

Section 4(a)(2) regulatory

"in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Act, Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 3(a)(9) regulatory

"and/or Section 3(a)(9) of the Act"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did GWAV enter into with DWM Properties LLC?

GWAV entered into an Exchange Agreement with DWM Properties LLC, an entity controlled by CEO Danny Meeks, under which it issued 2,152,853 common shares to DWM in exchange for cancelling $8,000,000 of obligations owed to Mr. Meeks and his affiliates.

How much debt did GWAV extinguish in this exchange?

GWAV extinguished a total of $8,000,000 of obligations, consisting of a $5,391,859 promissory note payable to DWM Properties LLC and other related party amounts owed to Danny Meeks and his affiliates totaling $2,608,141.

How many GWAV shares were issued to DWM in the exchange?

GWAV issued an aggregate of 2,152,853 shares of its common stock, par value $0.001 per share, to DWM Properties LLC as consideration for the cancellation of the related-party obligations.

Is the GWAV share issuance to DWM registered with the SEC?

No. The exchange shares are being issued as unregistered securities in reliance on exemptions from registration under Section 4(a)(2), Regulation D, and/or Section 3(a)(9), and the share certificates will bear a restrictive legend.

What is the relationship between DWM Properties LLC and GWAV’s CEO?

DWM Properties LLC is described as an entity controlled by Danny Meeks, who serves as the Chief Executive Officer of Greenwave Technology Solutions, Inc.

On what date was the GWAV Exchange Agreement with DWM signed?

The Exchange Agreement between Greenwave Technology Solutions, Inc. and DWM Properties LLC is dated August 24, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 04:51 PM EDT Accepted by SEC EDGAR 08/27/2026 - 04:50 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

August 27, 2026 (August 24, 2026)

Date of report (date of earliest event reported)

Greenwave Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41452		46-2612944
(State or other jurisdictions of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4016 Raintree Road, Suite 300

Chesapeake, VA 23321

(Address of principal executive offices) (Zip Code)

(800) 490-5020

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GWAV		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On August 24, 2026, Greenwave Technology Solutions, Inc. (the “Company”) entered into an Exchange Agreement with DWM Properties LLC (“DWM”), an entity controlled by Danny Meeks, the Chief Executive Officer of the Company (the “Agreement”). Pursuant to the Agreement, in exchange for the satisfaction of an outstanding promissory note payable to DWM with a principal balance of $5,391,859 and other related party amounts owed to Mr. Meeks and his affiliates totalling $2,608,141, the Company issued an aggregate of 2,152,853 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share, to DWM.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The information contained above in Item 1.01 related to the Agreement and the issuance of the Exchange Shares is hereby incorporated by reference into this Item 3.02. The Company will issue the Exchange Shares, in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Act, Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Exchange Agreement, dated August 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.
By:	/s/ Danny Meeks
Name:	Danny Meeks
Title:	Chief Executive Officer
Date: August 27, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 60.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB