Form 8-K - Current report

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 9, 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. ☐

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 March 20, 2024, the Company and the Investors entered into a Consent and Waiver (the “March Consent and Waiver”), pursuant to which the Investors agreed, among other things, not to convert the Senior Notes until May 20, 2024 if the average closing price of the Company’s common stock on the Nasdaq Capital Market on the three (3) most recent trading days was less than $0.25 (the “Conversion Prohibition”). On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.

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

Item 9.01(d) Financial Statements and Exhibits

Exhibits.

Number
4.1		Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers 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 9, 2024

Exhibit 4.1

WAIVER AGREEMENT

This waiver (the “Agreement”) is entered into as of May 9, 2024, by and between Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) and the purchaser set forth on the signature page hereto (the “Purchaser”), in connection with that certain Purchase Agreement entered into by and among the Company and the Purchaser, dated as of July 31, 2023 (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement.

WHEREAS, on July 31, 2023, the Company issued certain Notes and Warrants to the Purchaser;

WHEREAS, on March 18, 2024, the Company and the Purchaser entered into a previous Consent and Waiver (the “March Consent and Waiver”);

WHEREAS, pursuant to Section 1(c) of the March Consent and Waiver, the Company and the Purchaser agreed that until May 20, 2024, (i) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is less than $0.25 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof), the Holder cannot convert the Note into Common Stock and (ii) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $0.25 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof) or greater, there shall be no limitations as to the amount of the Note that may be converted into Common Stock.

WHEREAS, the Company and the Purchaser each desire to waive Section 1(c) of the March Consent and Waiver to permit conversions of Notes prior to May 20, 2024 (the “Waiver”);

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Waiver. Subject to the effectiveness provision set forth in the following paragraph, the Company and the Purchaser each hereby waive Section 1(c) of the March Consent and Waiver.

This Waiver is effective as of the time of execution of this Agreement by the Company and the Purchaser and one or more other waivers identical in form and substance to this Waiver signed by the Company and other holders of Notes who, together with the Purchaser, represent the Required Holders.

2. Ratifications. Except as otherwise expressly provided herein, the Transaction Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. For the avoidance of doubt, this Waiver shall only apply to the conversion of Notes and shall not constitute a consent and/or waiver with respect to any other provision of the Notes or any other Transaction Document, unless expressly consented to and/or waived by the Purchaser in writing.

3. Disclosure. On or before 9:30 a.m. Eastern Time on May 10, 2024, the Company shall file a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereunder. From and after the filing of such Current Report on Form 8-K, the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereunder or otherwise. In addition, effective upon the issuance of such document(s), the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that you and your affiliates will rely on the foregoing representations in effecting transactions in securities of the Company.

4. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, written or oral, with respect to such matters, which the parties acknowledge have been merged into the Agreement.

5. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

6. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[The remainder of the page is intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first above written.

	Greenwave Technology Solutions, Inc.

	By:
	Name:
	Title:

	Purchaser:



	By:
	Name:
	Title:
	Principal Amount of Notes held:$___________

[Signature Page to Letter Agreement]

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
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