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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

AMENDMENT NO. 1

TO

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

June 10, 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) 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. ☐

 

 

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Current Report on Form 8-K filed by Greenwave Technology Solutions, Inc. (the “Company”) on June 10, 2024, is to file an Exhibit 5 opinion with respect to the securities issued by the Company.

 

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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
5.1   Opinion of Pryor Cashman LLP
10.1*   Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto
23.1   Consent of Pryor Cashman LLP (included as part of Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Previously filed.

 

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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: June 12, 2024

 

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