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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
7, 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 |
Private Placement
Preferred Stock Purchase Agreement
On
September 7, 2026, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) entered into a Preferred
Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company and five institutional investors
(each an “Investor”, together the “Investors”) for the issuance and sale in a private placement (the
“Private Placement”) of an aggregate of 3,750 shares of Series B Convertible Preferred Stock, par value $0.001 per share
and a stated value of $1,000 per share, initially convertible into approximately 715,649 shares (the “Conversion Shares”)
of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an initial conversion price of $5.24
per share (“Series B Preferred Stock”).
The Private Placement is exempt from
the registration requirements of the Securities Act of 1933, as amended (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. Each Investor has represented to the Company
that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and such Investor is acquiring the applicable securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Series
B Preferred Stock were offered and sold without any general solicitation by the Company or its representatives.
The closing of the Private Placement
is expected to occur on or about September 9, 2026 (the “Closing Date”), subject to the satisfaction of customary closing
conditions. The gross proceeds to the Company from the Private Placement are expected to be approximately $3.75 million, before estimated
offering fees and expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for
working capital.
Preferred Stock
The terms of the Series B Preferred
Stock are as set forth in the form of Certificate of Designation (the “Certificate of Designation”), attached hereto as Exhibit
3.1 to this Current Report on Form 8-K (this “Current Report”), which will be filed with the Secretary of State of the State
of Delaware prior to the closing of the Private Placement.
Shares of Series B Preferred Stock
will be convertible into the Conversion Shares at the election of the holders of the Series B Preferred Stock (the “Holders”)
at any time after the Initial Issuance Date (as defined in the Certificate of Designation) at an initial conversion price of $5.24 per
share (the “Conversion Price”). The Conversion Price will be 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 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 in the Certificate of Designation or as required by law, the Holders
of Series B Preferred Stock 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 hereunder, 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 hereby 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.
There is no established public trading
market for the Series B Preferred Stock, and the Company does not intend to list the Series B Preferred Stock on any national securities
exchange or nationally recognized trading system.
Registration Rights Agreement
In
connection with the Private Placement, on September 7, 2026, the Company entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) by and among the Company and the Investors pursuant to which the Conversion Shares are entitled
to registration under the Securities Act. Pursuant to the Registration Rights Agreement, the Company is required to file a registration
statement to register the Conversion Shares within ten (10) business says following the Execution Date (as defined in the Registration
Rights Agreement), and the Company shall use its commercially reasonable efforts to have the registration statement and any amendment
declared effective at the earliest practicable time, but in no event later than thirty (30) business days from the Filing Deadline (as
defined in the Registration Rights Agreement).
The
foregoing description of the Purchase Agreement, the Registration Rights Agreement, and the Certificate of Designation
are not complete and are qualified in their entirety by the full text of the Purchase Agreement, the Registration Rights Agreement,
and the Certificate of Designation filed herewith as Exhibits 10.1, 10.2, and 3.1, respectively, which are incorporated
by reference into this Item 1.01.
| Item
3.02. | Unregistered
Sales of Equity Securities |
To
the extent required by Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. The transaction with the
Investors was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) 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
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Designations of Series B Convertible Preferred Stock. |
| 10.1 |
|
Form
of Preferred Stock Purchase Agreement, dated September 7, 2026, by and among the Company and the investors signatory thereto. |
| 10.2
|
|
Form
of Registration Rights Agreement, dated September 7, 2026, by and among the Company and the investors signatory thereto. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
This Current
Report 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 the closing of the Private Placement and filing of the registration
statement pursuant to the Registration Rights Agreement. 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.
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 8, 2026
