UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 | ||
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 May 29, 2024, the Company filed a Certificate of Elimination to its Second Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware eliminating from the Charter all matters set forth in the Certificate of Designations, Preferences and Rights with respect to its Series D Preferred Stock.
The above description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Date: June 3, 2024
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES D CONVERTIBLE PREFERRED STOCK
OF
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Greenwave Technology Solutions, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:
FIRST: Resolutions were adopted by the Board of Directors of the Corporation (the “Board”), which resolutions are set forth in that certain Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Greenwave Technology Solutions, Inc. filed with the Delaware Secretary of State on April 1, 2024 (the “Series D Certificate of Designations”), providing for and authorizing issuance of 1,000 shares of preferred stock of the Corporation, par value $0.001 per share, designated as Series D Preferred Stock (the “Series D Preferred Stock”).
SECOND: None of the authorized shares of the Corporation’s Series D Preferred Stock are outstanding and none will be issued subject to the Series D Certificate of Designations with respect to such series.
THIRD: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), on May 28, 2024, the Board adopted the following resolutions:
RESOLVED, that, as of the date hereof, no shares of the Series D Preferred Stock are outstanding and no shares of the Series D Preferred Stock will be issued subject to the Series D Certificate of Designations; and it is further
RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Corporation’s Second Amended and Restated Certificate of Incorporation all matters set forth in the Series D Certificate of Designations with respect to the Series D Preferred Stock; and it is further
FOURTH: Accordingly, pursuant to the provisions of Section 151(g) of the DGCL, the Series D Certificate of Designations and all references to the Series D Preferred Stock in the Corporation’s Second Amended and Restated Certificate of Incorporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
FIFTH: This Certificate of Elimination shall not affect the total number of authorized shares of common of the Company or the total number of authorized shares of preferred stock of the Company
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by Danny Meeks, its Chief Executive Officer, this 29th day of May, 2024.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Cover |
May 29, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 29, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-41452 |
| Entity Registrant Name | Greenwave Technology Solutions, Inc. |
| Entity Central Index Key | 0001589149 |
| Entity Tax Identification Number | 46-2612944 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 4016 Raintree Road |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Chesapeake |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 23321 |
| City Area Code | 800 |
| Local Phone Number | 490 5020 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | GWAV |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]
M9!:G