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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
May
21, 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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As
previously disclosed on the Current Report on Form 8-K of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”)
filed on April 22, 2026, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
regarding the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the
“Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”).
On
May 21, 2026, the Company received an additional delinquency notification letter (the “Notice”) from Nasdaq due to the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Q1 Form 10-Q”,
and together with the Annual Report, the “Late Filings”). The Staff informed the Company that is has until June 22, 2026
to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1) (the “Rule”). If the Staff accepts the Company’s
plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date,
or until October 12, 2026, to evidence compliance with the Rule.
The
Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).
Neither the Notice nor the Company’s non-compliance with the Rule has an immediate effect on the listing or trading of the Company’s
securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.” The Company continues
to work diligently to complete and file the Late Filings with the SEC and thereby regain compliance with the Rule as soon as practicable.
Forward
Looking Statements
The
Company cautions you certain of the statements in this Form 8-K or in its press release may represent “forward-looking statements”
as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange
Act of 1934, as amended. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the
date on which such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “believe,”
“anticipate,” “intend,” “plan,” “project,” “will” or “estimate,”
or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as
required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such
date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors,
including but not limited to the following: that there can be no assurance that the Company will comply with the Rule during any compliance
period or otherwise in the future; that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards for
continued listing on the Nasdaq Capital Market; that there can be no assurance that Nasdaq will grant the Company any relief from delisting
as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief; and other risk
factors described from time to time in the Company’s Forms 10-K, Forms 10-K/A, Forms 10-Q, and Form 8-K reports (including all
amendments to those reports).
| Item
7.01 | Regulation
FD Disclosure. |
On
May 27, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received
the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
The
information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that Section. The information under this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into
any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such
filing.
| Item
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated May 27, 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:
May 27, 2026
Exhibit
99.1
Greenwave
Announces Receipt of Additional Delinquency Notice from Nasdaq
(Chesapeake,
VA) May 27, 2026 – Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) (Nasdaq: GWAV),
an operator of metal recycling facilities in Virginia, North Carolina, and Ohio, today reported that the Company received an additional
delinquency notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
on May 21, 2026, which indicated that, as a result of the delay in the Company’s filing of its Quarterly Report on Form 10-Q for
the period ended March 31, 2026 (the “Q1 Form 10-Q”) by the applicable due date, the Company was not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial
reports with the U.S. Securities and Exchange Commission (the “SEC”). The additional delinquency could serve as an additional
basis for the delisting of the Company’s securities from Nasdaq.
As
previously disclosed on April 22, 2026, the Company received a delinquency notification from Nasdaq regarding the Company’s failure
to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report” and together
with the Q1 Form 10-Q, the “Late Reports”). Nasdaq informed the Company that it has until June 22, 2026 to submit a plan
to regain compliance with the Rule. If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company
an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to evidence compliance with
the Rule. The Company plans to submit such plan to Nasdaq by or before June 22, 2026.
Neither
the Notice nor the Company’s non-compliance with the Rule has an immediate effect on the listing or trading of the Company’s
securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.” The Company continues
to work diligently to complete and file the Late Reports with the SEC and regain compliance with Rule and thereby evidence compliance
with such requirement as soon as practicable.
About
Greenwave
Greenwave
Technology Solutions, Inc., through its wholly owned subsidiary Empire Services, Inc., is an operator of 13 metal recycling facilities
in Virginia, North Carolina, and Ohio. The Company’s recycling facilities collect, classify, and process raw scrap metal (ferrous
and nonferrous) and implement several unique technologies to increase metal processing volumes and operating efficiencies, including
a downstream recovery system and cloud-based ERP system.
Steel
is one of the world’s most recycled products with the ability to be re-melted and re-cast numerous times. Recycling steel provides
key environmental benefits over virgin metals, including reduced energy use, lower CO2 emissions, lower waste, and conserving natural
resources. The Company’s customers include large corporations, industrial manufacturers, retail customers, and government organizations.
The Company plans to aggressively expand its footprint of locations by acquiring independent, profitable scrap yards in the coming months.
For more information, please visit www.GWAV.com.
Forward-looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These include, without limitation, statements about its revenue growth, opening of additional locations,
margin expansion and cashflow projections. These statements are identified by the use of the words “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,”
“predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking
statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these
forward-looking statements. Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested
by the forward-looking statements are reasonable, the Company can give no assurance that these plans, objectives, expectations or intentions
will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s
control), assumptions and other factors that could cause actual results to differ materially from historical experience and present expectations
or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for the Company’s
Common Stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s
filings with the SEC. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
Contact
Info:
(800)
490-5020
Info@GWAV.com
