Greenwave (GWAV) erases $8M CEO debt with fresh stock
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.
Positive
- None.
Negative
- None.
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.
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
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.
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.
