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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
October
23, 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
5.08 Shareholder Director Nominations.
To
the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item
8.01 Other Events.
On
October 20, 2026, the board of directors (the “Board”) of Greenwave Technology Solutions, Inc. (the “Company”)
established December 7, 2026 as the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”)
and set October 23, 2026 as the record date for determining stockholders who are eligible to receive notice of and vote at the 2026 Annual
Meeting. The date of the 2026 Annual Meeting represents a change of more than 30 calendar days from the anniversary of the date deemed
to be the date of the preceding year’s annual meeting pursuant to Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Company will publish additional details regarding the exact time, location and matters to be voted
on at the 2026 Annual Meeting in the Company’s proxy statement for the 2026 Annual Meeting.
In
order for stockholder proposals to be presented at the 2026 Annual Meeting, including by means of inclusion of a stockholder proposal
in the proxy materials under Rule 14a-8 of the Exchange Act, the Company must receive proper notice at the Company’s principal
executive offices not later than the close of business on October 28, 2026, which the Company has determined to be a reasonable time
before it expects to begin to print and distribute its proxy materials prior to the 2026 Annual Meeting. Any such proposal must also
meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion
in the proxy materials for the 2026 Annual Meeting. The October 28, 2026 deadline will also apply in determining whether notice of a
stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)
of the Exchange Act. In addition, pursuant to the Company’s by-laws, for business to be properly brought before the 2026 Annual
Meeting by a stockholder, the Company must receive proper notice at the Company’s principal executive offices not later than the
close of business on November 2, 2026.
All
proposals must be addressed to the Chief Executive Officer of the Company at “Greenwave Technology Solutions, Inc., 4016 Raintree
Road, Suite 300, Chesapeake, Virginia 23321, Attention: Chief Executive Officer.”
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:
October 23, 2026
