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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
September
9, 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
3.02. | Unregistered
Sales of Equity Securities |
To
the extent required by Item 3.02, the information contained in Items 5.03 and 8.01 is incorporated herein by reference. The Private Placement
(as defined below) with the Investors (as defined below) was exempt from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.
This
Current Report 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
5.03. | Amendments
to Articles of Incorporation or Bylaws, Change in Fiscal Year |
Certificate
of Designations
On
September 9, 2026, in connection with the closing of Greenwave Technology Solutions, Inc.’s (the “Company”) previously
announced private placement (the “Private Placement”) of its Series B Convertible Preferred Stock, par value $0.001 per share
and a stated value of $1,000 per share (the “Series B Preferred Stock”), pursuant to the Preferred Stock Purchase Agreement,
dated September 7, 2026 (the “Purchase Agreement”), by and among the Company and five institutional investors (each an “Investor”,
and together the “Investors”), the Company filed a Certificate of Designations, Preferences and Rights of Series B Convertible
Preferred Stock of Greenwave Technology Solutions, Inc. (the “Certificate of Designations”) to its Second Amended and Restated
Certificate of Incorporation, as amended, with the Secretary of the State of Delaware. The Certificate of Designations provides for and
authorizes the issuance of 3,750 shares of Series B Preferred Stock, which are convertible into shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock,” and such shares issuable upon conversion of the Series B Preferred
Stock, the “Conversion Shares”).
Series
B Convertible Preferred Stock
The
terms of the Series B Preferred Stock are as set forth in the Certificate of Designations attached hereto as Exhibit 3.1 to this Current
Report on Form 8-K (this “Current Report”), which the Company filed with the Secretary of State of the State of Delaware
on September 9, 2026.
The
Series B Preferred Stock are convertible into the Conversion Shares at the election of the holders of the Series B Preferred Stock (each
a “Holder”, and collectively the “Holders”) at any time after September 9, 2026 at an initial conversion price
of $5.24 per share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends,
stock splits, reclassifications, stock combinations and the like. A Holder may not convert any portion of the Series B Preferred Stock
to the extent that the Holder, together with its affiliates, would beneficially own more than 4.99% of the Company’s outstanding
shares of Common Stock immediately after giving effect to a conversion. Pursuant to the Certificate of Designation, as determined by
the board of directors of the Company (the “Board”), the Holders can receive dividends on the Series B Preferred Stock. No
other dividends may be paid on shares of the Series B Preferred Stock. Except as otherwise set forth in the Certificate of Designations
or as required by law, the Holders will have no voting rights and will not be entitled to call a meeting of such Holders for any purpose.
However,
as long as any shares of Series B Preferred Stock are outstanding, the Company may not, without the affirmative vote at a meeting duly
called for such purpose, or the written consent without a meeting, of such Holders, voting together as a single class, (a) amend or repeal
any provision of, or add any provision to, its certificate of incorporation or bylaws, or file any certificate of designations or articles
of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences,
rights, privileges or powers, or restrictions provided for the benefit of the Series B Preferred Stock under the Certificate of Designations,
regardless of whether any such action shall be by means of amendment to the certificate of incorporation or by merger, consolidation
or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of Series B Preferred Stock; (c) create
or authorize (by reclassification or otherwise) any new class or series of senior preferred stock or parity stock; (d) purchase, repurchase
or redeem any shares of junior stock (other than pursuant to the terms of the Company’s equity incentive plans and options and
other equity awards granted under such plans (that have in good faith been approved by the Board)); (e) pay dividends or make any other
distribution on any shares of any junior stock; (f) issue any Series B Preferred Stock other than as contemplated under the Certificate
of Designations or pursuant to the Purchase Agreement; or (g) whether or not prohibited by the terms of the Series B Preferred Stock,
circumvent a right of the Series B Preferred Stock.
On
September 9, 2026, the Company closed the Private Placement of its Series B Preferred Stock and issued the Series B Preferred Stock to
the Investors for aggregate proceeds of $3.75 million, before deducting placement agent fees and other offering expenses that were payable
by the Company in connection with such closing. The Private Placement was exempt from the registration requirements of the Securities
Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities
Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.
| Item
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designations of Series B Convertible Preferred Stock, dated September 9, 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:
September 11, 2026
