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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
February
5, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of February 5, 2026, the board of directors (“Board”) of Greenwave Technology Solutions, Inc. (the “Company”)
appointed Chelsea Pullano (age 34) as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment,
Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with
the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC
(“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including
oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”)
and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms.
Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of
SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other
responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the
MACK Services, the “Services”).
In
consideration of the Services to be performed, the Company will pay MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement
of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable
law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice.
Ms.
Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic
finance. Ms. Pullano co-founded MACK in May 2023, an accounting and advisory firm that provides outsourced financial, accounting and
advisory services to growth-stage companies and public companies. Since May 2023, she has served as a partner and chief executive officer
of MACK. Previously, from June 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc. (OTCQB: CRTD), and from
September 2024 to March 2025, as Director of Finance at the law firm Lucosky Brookman LLP.
Ms.
Pullano has no family relationships with any of the Company’s directors or executive officers. On October 8, 2025, the Company
entered into a scope of work agreement with MACK (the “Consulting Agreement”) to provide services (the “Filing Services”)
related to certain late SEC filings of the Company, which was superseded and replaced by the CFO Agreement. As consideration for the
Filing Services provided under the Consulting Agreement, MACK was paid an aggregate of $20,000. Other than the Consulting Agreement and
CFO Agreement described above, Ms. Pullano is not a party to, and does not have any other direct or indirect material interest in, any
other transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Pullano
and any other persons pursuant to which she was selected as Chief Financial Officer.
The
foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
February 10, 2026, the Company issued a press release announcing Ms. Pullano’s appointment as CFO of the Company. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in this Item 7.01, including the corresponding 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 (the “Exchange Act”), or otherwise subject
to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act
of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Number |
|
|
| 10.1 |
|
Scope
of Work Agreement, dated January 2, 2026, between the Company and MACK Financial Solutions, LLC |
| 99.1 |
|
Press Release, dated February 10, 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:
February 10, 2026
Exhibit
99.1

Greenwave
Announces Appointment of Chelsea Pullano as Chief Financial Officer
(Chesapeake,
VA) February 10, 2026 – Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) (Nasdaq: GWAV),
an operator of metal recycling facilities in Virginia, North Carolina, and Ohio, today announced that the board of directors (“Board”)
of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company, effective February 5, 2026.
Ms.
Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement with MACK Financial Solutions,
LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including
oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company and Ms. Pullano serving as the part-time Chief
Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight
and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with
auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of
a public company.
Ms.
Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic
finance. Ms. Pullano co-founded MACK in May 2023, an accounting and advisory firm that provides outsourced financial, accounting and
advisory services to growth-stage companies and public companies. Since May 2023, she has served as a partner and chief executive officer
of MACK. Previously, from June 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc., and from September 2024
to March 2025, as Director of Finance at the law firm Lucosky Brookman LLP.
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
The
Company cautions you certain of the statements in this 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.
Please refer to the risk factors discussed in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31,
2024, as amended, and our other reports filed with the SEC. Readers are cautioned that it is not possible to predict or identify all
of the risks, uncertainties and other factors that may affect future results.
Contact
Info:
(800)
490-5020
Info@GWAV.com