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
January 10, 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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.
Registered Direct Offering and Concurrent Private Placement
On January 10, 2025, Greenwave Technology Solutions, Inc. (the “Company”) and certain institutional and accredited investors (the “Purchasers”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 7,544,323 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), in a registered direct offering (the “Registered Direct Offering”), and accompanying warrants to purchase up to 7,544,323 shares of Common Stock (the “Warrants”) in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offering”), for gross proceeds of approximately $4 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share and the accompanying Warrant to purchase one share of Common Stock is $0.5302.
The sale and offering of the Shares pursuant to the Purchase Agreement will be effected as a takedown off the Company’s shelf registration statement on Form S-3 (File No. 333-271324), which became effective on April 28, 2023 (the “Registration Statement”), pursuant to a prospectus supplement and accompanying prospectus to be filed with the Securities and Exchange Commission (the “SEC”). The Warrants, the Placement Agent Warrants (as defined herein) and the shares of Common Stock underlying the Warrants (“Warrant Shares”) and the Placement Agent Warrant Shares (as defined herein) were not offered pursuant to the Registration Statement and were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
The Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the Warrants and Warrant Shares and have an exercise price of $0.5302 per share. The Warrants will expire five years from the date of stockholder approval. At any time after the date that is 120 days following the Closing (as defined below) of the Offering, the Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Company has agreed to file a registration statement under the Act with the SEC covering the resale of the Warrant Shares within 20 calendar days following the date of the Purchase Agreement and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 120 days following the Closing of the Offering.
Following the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale of the Warrant Shares, the Warrants may be redeemed by the Company if the price of the Company’s Common Stock on Nasdaq is more than 200% of the exercise price of the Warrants for 20 consecutive trading days and the Company gives proper notice to the holders of such redemption. The Purchase Agreement also prohibits each Purchaser from conducting any short sales while such Purchaser owns any unexpired Warrants.
The Company currently intends to use the net proceeds from the Offering for satisfaction of the Company’s debt and for working capital purposes. The Offering is expected to close on or about January 14, 2025 (the “Closing”).
Dawson James Securities, Inc. (the “Placement Agent”) is acting as the placement agent for the Offering. Pursuant to an engagement agreement between the Placement Agent and the Company, dated as of January 10, 2025, the Company agreed to pay the Placement Agent a cash fee equal to 6% of the aggregate gross proceeds raised in the Offering, and to reimburse the Placement Agent for certain expenses, including legal fees, of $50,000 in the aggregate. In addition, the Company agreed to issue to the Placement Agent, or its designees, warrants (the “Placement Agent Warrants”) to purchase up to 754,432 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have generally the same terms and conditions as the Warrants issued to the Purchasers, except that the Placement Agent Warrants will have an exercise price equal to $0.66275 per share.
The legal opinion of Pryor Cashman LLP relating to the legality of the issuance and sale of the Shares in the Registered Direct Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Exchange Offer
Concurrently with the Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”) with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of Common Stock equivalent to 96% of the shares of Common Stock issuable upon exercise of the June Warrants (the “Exchange”). Pursuant to the Exchange, the Company agreed to issue 5,327,401 shares of Common Stock (the “Exchange Shares”) in exchange for the surrender and termination of certain June Warrants to purchase up to 5,549,374 shares of Common Stock.
The issuances of the Exchange Shares pursuant to the Exchange Agreement were made in reliance on the exemption from registration provided by Section 3(a)(9) of the Act.
Warrants Amendment
Concurrently with the Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and (c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”), agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”). The Warrant Amendment amended the Existing Warrants to (i) reduce the exercise price of the Existing Warrants from $2.91 to $1.50 per share, (ii) increase the number of shares issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations. Following the Warrant Amendment, the Existing Warrants are exercisable for 11,346,743 shares of Common Stock. The shares of Common Stock issuable upon exercise of the Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the Existing Warrants are subject to stockholder approval.
In connection with the Warrant Amendment and the Offering, the Company entered into a voting agreement (the “Voting Agreement”), with Danny Meeks, the Chief Executive Officer of the Company, pursuant to which Mr. Meeks has agreed that at any meeting of the stockholders of the Company, Mr. Meeks will vote all of the shares of Common Stock which he is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the stockholders of the Company or by written consent in lieu of a meeting, in favor of the approval for the issuance of the shares of Common Stock issuable upon exercise of the Existing Warrants, as amended by the Warrant Amendment and the alternative cashless exercise provision pursuant to the Existing Warrants, and the issuance of the Warrants and Warrant Shares.
A copy of the form of the Purchase Agreement, the form of Exchange Agreement, the form of Voting Agreement, the form of the Warrant, the form of the Placement Agent Warrant, and the form of Warrant Amendment are attached hereto as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2, and 4.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the form of the Purchase Agreement, the form of Exchange Agreement, the form of the Warrant, the form of the Placement Agent Warrant, and the form of Warrant Amendment are subject to, and qualified in their entirety by, such documents.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Private Placement, the issuance of the Warrants, the issuance of the Placement Agent Warrants, the issuance of the Exchange Shares, the Warrant Amendment, and the issuance of the Warrant Shares, the Placement Agent Warrant Shares, and the shares of Common Stock underlying the Existing Warrants is hereby incorporated by reference into this Item 3.02. The Company issued the Warrants, the Placement Agent Warrants, the Exchange Shares, and will issue the Warrant Shares, the Placement Agent Warrant Shares, and the shares of Common Stock underlying the Existing Warrants, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Act, Rule 506(b) of Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act.
This Current Report on Form 8-K 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(d) Financial Statements and Exhibits
Exhibits.
| Number | | |
| 4.1 | | Form of Warrant issued to Purchasers |
| 4.2 | | Form of Placement Agent Warrant |
| 4.3 | | Form of Warrant Amendment entered into with Existing Holders |
| 5.1 | | Opinion of Pryor Cashman LLP |
| 10.1 | | Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto |
| 10.2 | | Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto |
| 10.3 | | Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto |
| 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: January 13, 2025
