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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
22, 2025
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 May 30, 2025, 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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the
“Q1 Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Company previously submitted
a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q (the “Plan”), and Nasdaq granted the Company
an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”).
On
August 22, 2025, 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 June 30, 2025 (the “Q2 Form
10-Q”, and together with the Q1 Form 10-Q, the “Delinquent Filings”). The Staff informed the Company that is has until
September 8, 2025 to submit an updated plan to regain compliance with the Rule. If the Staff accepts the Company’s revised plan
to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Q1 Form 10-Q’s due date, or
until November 17, 2025.
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 Delinquent 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, including,
among others, the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rules 5550(a)(2) 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
August 26, 2025, 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 August 26, 2025 |
| |
|
|
| 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 26, 2025
