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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

 

May 3, 2024

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) 816-8070

(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.

 

As disclosed in the Company’s Current Report on Form 8-K filed on August 3, 2023, on July 31, 2023, Greenwave Technology Solutions, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”). Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased, approximately $15,000,000, which consisted of approximately $13,968,750 in cash and $1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes (the “Senior Notes”) and warrants. The transaction closed on August 1, 2023.

 

On May 3, 2024, the Company and the Investors entered into an Amendment to Senior Secured Convertible Promissory Note (the “Note Amendment”), pursuant to which the Senior Notes were amended to, among other things, amend (i) the conversion price of the Senior Notes to $0.05, subject to adjustment under certain circumstances described in the Senior Notes and (ii) certain of the conversion price adjustment mechanisms.

 

A copy of the Note Amendment is attached hereto as Exhibit 4.1, and is incorporated herein by reference. The foregoing summary of the terms of the Note Amendment is subject to, and qualified in its entirety by, the Note Amendment.

 

Item 9.01(d) Financial Statements and Exhibits

 

Exhibits.

 

Number    
4.1   Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party 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: May 3, 2024