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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
20, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
August 20, 2025, Greenwave Technology Solutions, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate
of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse
stock split of its issued common stock, par value $0.001 per share (“Common Stock”), in the ratio of 1-for-110 (the “Reverse
Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The Common Stock will begin trading on a split-adjusted
basis at the market open on Monday, August 25, 2025.
The
Reverse Stock Split and the form of Certificate of Amendment were previously approved by the Company’s Board of Directors and the
Company’s stockholders. The new CUSIP number for the Common Stock following the Reverse Stock Split is 57630J 502. No fractional
shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse
Stock Split will be rounded up to the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter
any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from
the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued,
and outstanding shares of the preferred stock of the Company were not changed.
The
above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 8.01. Other Events
On
August 20, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith
as Exhibit 99.1 to the Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025 |
| |
|
|
| 99.1 |
|
Press Release dated August 20, 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 25, 2025
