| PROSPECTUS |
Registration No. 333-274293 |
| |
Filed pursuant to Rule 424(b)(4) |
Greenwave
Technology Solutions, Inc.
124,238,707
Shares
COMMON
STOCK
This
prospectus relates to the resale, from time to time, by the selling stockholders named herein (the “Selling Stockholders”)
of up to: (i) an aggregate of 114,795,915 shares of our common stock, par value $0.001 per share (“common stock”),
issuable upon the conversion of a new series of senior secured convertible notes in the aggregate original principal amount of $18,000,000
(the “Senior Notes”); (ii) an aggregate of 4,420,460 shares of our common stock issuable upon exercise of certain outstanding
warrants issued in connection with the Senior Notes (the “SN Warrants”); and (iii) an aggregate of 5,022,332 shares of our
common stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on August 21, 2023 concurrently
with a registered direct offering (the “RD Warrants” and together with the SN Warrants, the “Warrants”).
We
are not selling any securities under this prospectus and we will not receive proceeds from the sale of the shares of our common stock
by the Selling Stockholders. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at
the current applicable exercise price, with respect to all of the 9,442,792 shares of common stock, would result in gross proceeds to
us of approximately $5,166,983.
We
will pay the expenses of registering the shares of common stock offered by this prospectus, but all selling and other expenses incurred
by the Selling Stockholders will be paid by the Selling Stockholders. The Selling Stockholders may sell our shares of common stock offered
by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through
any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders
may sell shares will be determined by the prevailing market price for our common stock or in negotiated transactions.
Our
common stock is listed on the Nasdaq Capital Market under the trading symbol “GWAV.” On August 30, 2023, the last
reported sale price of our common stock was $0.93 per share.
Our
principal executive office is located at 4016 Raintree Rd., Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a
discussion of information that should be considered in connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated September 12, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”).
You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain
important information you should consider when making your investment decision. See “Where You Can Find More Information”
and “Information Incorporated by Reference” in this prospectus.
You
should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the selling stockholders
named herein (the “Selling Stockholders”) have authorized anyone to provide you with information different from, or in addition
to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered
hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by
reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents.
Our business, financial condition, results of operations and prospects may have changed since those dates.
The
Selling Stockholders are not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale
is not permitted. Neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about and to observe
any restrictions relating to this Offering and the distribution of this prospectus applicable to that jurisdiction.
If
required, each time the Selling Stockholders offer shares of our common stock, par value $0.001 per share (“common stock”),
we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms
of that offering. We may also authorize the Selling Stockholders to use one or more free writing prospectuses to be provided to you that
may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus
to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This
prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated
by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that
we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will
be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus
supplement together with the additional information described below under the section entitled “Information Incorporated by
Reference” before buying any of the securities offered.
As
used in this prospectus, unless context otherwise requires, the words “we,” “us,” “our,” “the
Company,” “Greenwave,” “Registrant” refer to Greenwave Technology Solutions, Inc. and its subsidiaries.
Additionally, any reference to (i) “Empire” refers to the Company’s wholly owned subsidiary, “Empire Services,
Inc.” and the assets used in its operation. Also, any reference to “common share” or “common stock,” refers
to our $0.001 par value common stock.
Unless
otherwise stated, the information which appears on our web site www.GWAV.com is not part of this report and is specifically not
incorporated by reference. Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning
our industry and the markets in which we operate is based on information from independent industry and research organizations, other
third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived
from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal
research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe
to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party
information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our
future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk
Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results
to differ materially from those expressed in the estimates made by the independent parties and by us.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this prospectus, including the documents incorporated by reference in this prospectus, may constitute “forward-looking
statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements
regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
| |
● |
our
ability to continue as a going concern; |
| |
|
|
| |
● |
our
reliance on third party vendors; |
| |
|
|
| |
● |
our
dependence on our executive officers; |
| |
|
|
| |
● |
our
financial performance guidance; |
| |
|
|
| |
● |
material
weaknesses in our internal control over financial reporting; |
| |
|
|
| |
● |
regulatory
developments in the United States and foreign countries; |
| |
|
|
| |
● |
the
impact of laws, regulations, accounting standards, regulatory requirements, judicial decisions and guidance issued by authoritative
bodies; |
| |
|
|
| |
● |
our
estimates regarding expenses, future revenue and cash flow, capital requirements and needs for additional financing; |
| |
|
|
| |
● |
our
financial performance; |
| |
|
|
| |
● |
the
ability to recognize the anticipated benefits of our business combination and/or divestitures; and |
| |
|
|
| |
● |
the
effect of COVID-19 on the foregoing. |
The
forward-looking statements contained or incorporated by reference in this prospectus are based on current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled
“Risk Factors” and elsewhere in this prospectus, our most recent Annual Report on Form 10-K, as well as any subsequent
filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties
may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that we consider immaterial or which
are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary is not complete and
does not contain all of the information that you should consider before investing in our common stock. We urge you to read this entire
prospectus and the documents incorporated by reference herein carefully, including the financial statements and notes to those financial
statements incorporated by reference herein and therein. Please read the section of this prospectus entitled “Risk Factors”
for more information about important risks that you should consider before investing in our common stock.
Our
Business
We
were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate
name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” On September 30, 2021, we closed our acquisition
of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities and 1 metal processing facility in Virginia,
North Carolina, and Ohio. The acquisition was deemed effective October 1, 2021 on the effective date of the Certificate of Merger in
Virginia.
In
December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a
fleet of approximately 50 trucks which we own, manage, and maintain.
Upon
the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,
construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,
separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density
and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing
and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.
We
operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia is
expected to come online in the third quarter of 2023. Our shredders are designed to produce a denser product and, in concert with advanced
separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce recycled
steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled
metal.
The
shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal
and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number
of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed
to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless
steel), and shredded insulated wire (mainly copper and aluminum).
In
July 2023, Greenwave commenced operation of a downstream processing system at its Kelford, NC location, enabling the Company to recover
millimeter-minus pieces of metal from the Company’s automotive shred residue or, “fluff,” as it is known in the industry.
Greenwave is on track to generate additional high-margin revenues of several hundred thousand dollars of revenue per month from the sale
of metals recovered by the downstream system. As Greenwave continues to optimize the operation of its downstream processing system, and
brings a copper extraction component online, the Company could be able to increase its recovery yields.
One
of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our
products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed
scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability
of our existing operations.
Empire
is headquartered in Chesapeake, Virginia and has 146 full-time employees as of August 31, 2023.
Products
and Services
Our
main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy
melting steel, plate and structural, and shredded scrap, with various grades of each of those categorized based on the content, size
and consistency of the metal. All of these attributes affect the metal’s value.
We
also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.
Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious
metals such as platinum, palladium and rhodium.
We
provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,
and government organizations.
We
also provide hauling services to corporate clients, hauling sand, asphalt, metal and other materials to job sites.
Pricing
and Customers
Prices
for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,
government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices
they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal
we deliver to customers within 14 days of delivery.
Based
on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order
to manage the impact on our operating income and cashflows.
The
spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including
transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which
allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the
impact to our operating income.
Prices
for hauling services are primarily based on the current demand and range from $85 to $120 per hour.
Sources
of Unprocessed Metal
Our
main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap
metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large
corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we
pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton
Roads and northeastern North Carolina markets. In the second quarter of 2023, we expanded our operations by opening a metal recycling
facility in Cleveland, Ohio.
Our
supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal,
and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
Technology
In
May 2021, we launched our new website. For the first time, Empire’s customers can see the current prices for each type of scrap
metal. Our website is also integrated with Google’s Business Profiles, listing many of Empire’s locations on Google for the
first time. In late May 2021, the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a
quote within minutes, and integrated Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and
other factors.
Additionally,
during 2021, the Company moved the operations of each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP”
system, which enables management to track sales, inventory, and operations at each facility in real time, while also establishing stronger
internal controls and systems. Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks
to facilitate collaboration and further growth.
The
technology systems and improvements Empire implemented have resulted in a significant increase in new customers, hundreds of quotes and
dozens of purchases of junk cars, and we believe a material increase in Empire’s revenues as a result of these improvements. These
systems have also streamlined Empire’s accounting and internal operations to enable any future acquisitions to be closed quickly
and efficiently. Lastly, through the data-driven decision processes that have been introduced, Empire’s strategy on future locations
and pricing is being informed by accurate and relevant data.
Now
that strong foundational systems are in place, management has begun to repurpose Greenwave’s technology platform that it developed
from 2013 to 2020 into a marketing and CRM platform for scrap metal yards. This system will enable each facility to:
| |
● |
Send
text and email updates and special deals to their customers; |
| |
|
|
| |
● |
Implement
a points-based rewards system; |
| |
|
|
| |
● |
Enable
consumers to view scrap metal yards in their local area along with prices; |
| |
|
|
| |
● |
Receive
quotes for junk cars in real-time; |
| |
|
|
| |
● |
Leave
and respond to reviews of scrap yards; and |
| |
|
|
| |
● |
View
analytics and conversion data. |
Over
the past ten years, Greenwave has invested approximately $10 million developing these technologies which we believe we can re-purpose
for a fraction of the cost of development, give our metal recycling facilities and those who pay to use our platform a significant competitive
advantage, and grow our revenues and profits as a result.
There
are few companies developing technology solutions for the scrap metal industry and we believe that by focusing our experience and assets
on this highly-profitable but often overlooked industry, we can create significant value for our shareholders.
Competition
We
compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations,
and with smaller metal recycling companies. Demand for metal products are sensitive to global economic conditions, the relative value
of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also
influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.
We
aim to create a competitive advantage through our ability to process significant volumes of metal products, our use of processing and
separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our
experience.
We
also compete with regional hauling companies.
Employees
and Human Capital Resources
Greenwave
has 146 full-time employees as of August 31, 2023.
We
view our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth
and empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional
responsibilities. We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond
their specifically assigned tasks. Depending on the position, our recruitment reach can be local as well as national. We provide competitive
compensation and best in class benefits that are tailored specifically to the needs and requests of our employees. During 2021 and 2022,
we worked to manage through the effects of the COVID-19 pandemic and entered 2023 stronger than ever. As appropriate, others were provided
the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to shareholders by working
hard and being thoughtful and deliberate in how we use resources.
Corporate
Information
Our
principal executive office is located at 4016 Raintree Rd., Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.
Our Internet website address is www.GWAV.com. We were incorporated in the State of Delaware on April 26, 2013.
The
Offering
| Securities
offered by the Selling Stockholders: |
|
124,238,707
shares of common stock, which includes up to:
(i) an aggregate of 114,795,915 shares of our common stock issuable upon the conversion of a new series of senior secured
convertible notes in the aggregate original principal amount of $18,000,000 (the “Senior Notes”); (ii) an aggregate of
4,420,460 shares of our common stock issuable upon exercise of certain outstanding warrants issued in connection with the Senior
Notes (the “SN Warrants”); and (iii) an aggregate of 5,022,332 shares of our common stock issuable upon exercise of certain
outstanding warrants issued in a private placement conducted on August 21, 2023 concurrently with a registered direct offering (the
“RD Warrants” and together with the SN Warrants, the “Warrants”). |
| |
|
|
| Common
stock outstanding prior to the offering: |
|
14,901,408
shares |
| |
|
|
| Common
stock to be outstanding after the offering assuming conversion of all of the Senior Notes and exercise of all Warrants: |
|
139,140,115
shares |
| |
|
|
| Use
of Proceeds: |
|
We
will not receive any proceeds from the sale by the Selling Stockholders of the shares of common stock being offered by this prospectus.
However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current exercise price
with respect to all Warrants, would result in gross proceeds to us of approximately $5,166,983. The proceeds from such Warrant exercises,
if any, will be used for working capital and general corporate purposes. |
| |
|
|
| Risk
Factors: |
|
Investing
in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth
in the “Risk Factors” section on page 5 before deciding to invest in our securities. |
| |
|
|
| Trading
Symbol: |
|
Our
common stock is currently quoted on The Nasdaq Capital Market under the trading symbol “GWAV”. |
| |
(1) |
The
shares of common stock outstanding and the shares of common stock to be outstanding after this offering is based on 14,901,408 shares
outstanding as of August 28, 2023 and excludes: |
| |
● |
92,166
shares of common stock issuable upon the exercise of options of which 92,166 have vested at a weighted average exercise price of
$148.11 per share as of August 28, 2023; and |
| |
|
|
| |
● |
9,756,876
shares of common stock issuable upon the exercise of outstanding warrants (excluding the Warrants) of which 9,756,876 are
exercisable at a weighted average exercise price of $5.61 per share as of August 28, 2023. |
RISK
FACTORS
An
investment in our securities involves a number of risks. Before deciding to invest in our securities, you should carefully consider the
risks discussed under the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the year
ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the three-month period ended March 31, 2023 and the six-month period
ended June 30, 2023, which are incorporated by reference in this prospectus, the information and documents incorporated by reference
herein, and in any prospectus supplement or free writing prospectus that we have authorized for use in connection with an offering. If
any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be harmed. This could
cause the trading price of our common shares to decline, resulting in a loss of all or part of your investment. The risks described in
the document referenced above are not the only risks that we face. Additional risks not presently known to us or that we currently deem
immaterial may also affect our business.
PRIVATE
PLACEMENT
On
July 31, 2023, we entered into a Purchase Agreement (the “SN Purchase Agreement”) with certain of the Selling
Stockholders. Pursuant to the Purchase Agreement, the Company sold, and such Selling Stockholders purchased, approximately $18,000,000,
which consisted of approximately $13,468,750 in cash, $1,031,250 of existing debt of the Company which was exchanged
for the Senior Notes, $500,000 in commission, a $3,000,000 original issuance discount, and the SN Warrants issued in this
offering (collectively, the “SN Purchase Price”). The transaction closed on August 1, 2023.
The
Senior Notes were issued with an original issue discount of 16.67%, do not bear interest, unless in the event of an event of default,
in which case the Senior Notes bear interest at the rate of 18% per annum until such default has been cured, and mature after 24 months,
on July 31, 2025. The Company will pay to such Selling Stockholders an aggregate of $1,000,000 per month beginning on the last business
day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into shares of
the Company’s common stock, at a conversion price per share of $1.02 (as adjusted following the Offering), subject to further adjustment
under certain circumstances described in the Senior Notes. To secure its obligations thereunder and under the SN Purchase Agreement,
the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of such Selling
Stockholders, pursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior
Notes at a 10% redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified
therein. Danny Meeks, the Company’s Chief Executive Officer, and the Company’s subsidiaries each guaranteed the Company’s
obligations under the Senior Notes.
The
SN Warrants are exercisable for five (5) years to purchase an aggregate of 4,420,460 shares of common stock at an exercise price of $0.01,
subject to further adjustment under certain circumstances described in the SN Warrants.
In
addition, each of the directors and officers of the Company entered into lock-up agreements, which prohibit sales of the common stock
until the earlier of thirty (30) days following (i) the effective date of the registration statement registering the resale by such Selling
Stockholders of the shares issuable upon conversion of the Senior Notes and exercise of the SN Warrants described further below and (ii)
the date the shares issuable upon conversion of the Senior Notes and exercise of the SN Warrants are eligible to be sold, assigned or
transferred under Rule 144, subject to certain exceptions.
Certain
of the Selling Stockholders agreed to exchange original issue discount promissory notes issued by the Company to such Selling Stockholders
on July 2, 2023 in an aggregate principal amount of $1,031,250 for Senior Notes in an aggregate principal amount of $1,237,500 and SN
Warrants to purchase an aggregate of 303,904 shares of common stock.
The
issuance of the Senior Notes and SN Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation
D promulgated under the Securities Act. The Company has agreed to file a registration statement registering the resale by such Selling
Stockholders of the maximum number of shares issuable upon conversion of the Senior Notes and exercise of the SN Warrants.
REGISTERED
DIRECT OFFERING
On
August 21, 2023, we entered into a securities purchase agreement (the “RD Purchase Agreement”) with certain of the Selling
Stockholders, pursuant to which, the Company sold, and such Selling Stockholders purchased, an aggregate of 2,511,166 shares of common
stock, in a registered direct offering, and accompanying RD Warrants to purchase up to 5,022,332 shares of common stock in a concurrent
private placement, for gross proceeds of $3,189,181, before deducting the placement agent’s fees and other estimated offering expenses
(the “Offering”). The purchase price for each share and the accompanying RD Warrants was $1.27. The transaction closed on
August 24, 2023.
The
RD Warrants are exercisable immediately upon the date of issuance and have an exercise price of $1.02 per share. The RD Warrants will
expire five and one-half (5.5) years from the date of issuance. Each RD Warrant is subject to anti-dilution provisions to reflect stock
dividends and splits or other similar transactions, and following the approval of the Company’s stockholders, anti-dilution provisions
relating to future issuances or deemed issuances of the Company’s common stock at a price per share below the then-current exercise
price of the RD Warrants. The RD 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 shares of common stock underlying the RD Warrants.
The
issuance of the RD Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, for the offer and
sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company has agreed to
file a registration statement registering the resale by such Selling Stockholders of the maximum number of shares issuable upon exercise
of the RD Warrants.
USE
OF PROCEEDS
We
are not selling any securities under this prospectus and will not receive any proceeds from the sale of the common stock offered by this
prospectus by the Selling Stockholders. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised
in cash at the current exercise price, with respect to all Warrants, would result in gross proceeds to us of approximately $5,166,983.
The proceeds from such Warrant exercises, if any, will be used for working capital and general corporate purposes. We cannot predict
when or whether the Warrants will be exercised, and it is possible that some or all of the Warrants may expire unexercised. For information
about the Selling Stockholders, see “Selling Stockholders.”
The
Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage
or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares of common stock offered hereby.
We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of common stock covered by this
prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants.
DESCRIPTION
OF SECURITIES
The
following summary of certain provisions of our securities does not purport to be complete and is subject to our certificate of incorporation
and bylaws and the provisions of applicable law. Copies of our amended and restated certificate of incorporation and bylaws are filed
as exhibits to the registration statement of which this prospectus is a part.
Common
Stock
Authorized
Capitalization
General
The
total amount of our authorized share capital consists of 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share.
Common
Stock Rights
Voting
rights. Except as required by law or matters relating solely to the terms of preferred stock, each outstanding share of common
stock will be entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock shall have
no cumulative voting rights. Except in respect of matters relating to the election and removal of directors on our board of directors
and as otherwise provided in our Second Amended and Restated Certificate of Incorporation or required by law, all matters to be voted
on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote
on the subject matter. In the case of election of directors, all matters to be voted on by our stockholders must be approved by a plurality
of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon.
Dividend
rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are
entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Rights
upon liquidation. In the event of the liquidation, dissolution or winding up of our company, holders of our common stock are
entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts
and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred
stock.
Other
rights. No holder of shares of common stock is entitled to preemptive or subscription rights contained in our certificate of
incorporation or bylaws. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and
privileges of holders of the common stock will be subject to those of the holders of any shares of preferred stock with preferential
rights that we may issue in the future.
Anti-takeover
effects of provisions of our certificate of incorporation and bylaws and Delaware law
Certificate
of Incorporation and Bylaws
Provisions
of our Second Amended and Restated Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or
potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium
for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions
could adversely affect the price of our common stock. Among other things, our Second Amended and Restated Certificate of Incorporation
and Bylaws:
| |
● |
permit
our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may
designate |
| |
|
|
| |
● |
provide
that the authorized number of directors may be changed only by resolution adopted by the board of directors; |
| |
● |
provide
that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders
of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office,
even if less than a quorum; |
| |
|
|
| |
● |
provide
that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors
at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content
of a stockholder’s notice; |
| |
|
|
| |
● |
do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to
vote in any election of directors to elect all of the directors standing for election, if they should so choose); |
| |
|
|
| |
● |
provide
that special meetings of our stockholders may be called only by the board of directors or by holders of more than ten percent (10%)
of all shares entitled to vote at the meeting; |
| |
|
|
| |
● |
provide
that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims, including derivative actions,
brought by a stockholder (i) that are based upon a violation of a duty by a current or former director or officer or stockholder
in such capacity or (ii) as to which the Delaware General Corporation Law, of the DGCL, confers jurisdiction upon the Court of Chancery
of the State of Delaware; and |
| |
|
|
| |
● |
provide
the ability to our board of directors to authorize and designated undesignated preferred stock and issue such preferred stock with
voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may
have the effect of deferring hostile takeovers or delaying changes in control or management of our company. |
Delaware
Anti-Takeover Law
We
are subject to Section 203 of the DGCL, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless:
| |
● |
prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder; |
| |
|
|
| |
● |
the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction,
excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers
and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or |
| |
|
|
| |
● |
on
or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder. |
Section
203 defines a business combination to include:
| |
● |
any
merger or consolidation involving the corporation and the interested stockholder; |
| |
|
|
| |
● |
any
sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
| |
|
|
| |
● |
subject
to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of
any class or series of the corporation beneficially owned by the interested stockholder; |
| |
|
|
| |
● |
subject
to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the
interested stockholder; and |
| |
|
|
| |
● |
the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation. |
In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Limitations
on Liability and Indemnification of Officers and Directors
Our
Second Amended and Restated Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the
DGCL, and our Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered and expect to continue
to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors.
Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent
permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the
indemnitee is or was a director or officer of us or any of its subsidiaries or was serving at our request in an official capacity for
another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type
or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being
a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending
or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing
a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance
within 10 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided
that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us.
Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims
against us and may reduce the amount of money available to us.
Exclusive
Jurisdiction of Certain Actions
Our
Second Amended and Restated Certificate of Incorporation requires, to the fullest extent permitted by law, unless we consent in writing
to the selection of an alternative forum, that actions, including derivative actions brought in our name, by stockholders (i) that are
based upon a violation of a duty by a current or former director or officer or stockholder in such capacity and (ii) as to which the
DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, may be brought only in the Court of Chancery in the State
of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder’s counsel; provided, however, that the foregoing provisions will not apply to any claims arising under the
Exchange Act or the Securities Act. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our
directors and officers.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock and outstanding Series Z Preferred Stock is Equity Stock Transfer, Inc. The transfer
agent and registrar’s address is 237 W 37th St #602, New York, NY 10018, phone number (212) 575-5757. The transfer agent for any
series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement related to
that series.
Listing
on the Nasdaq Capital Market
Our
common stock is listed on the Nasdaq Capital Market under the symbol “GWAV”.
SELLING
STOCKHOLDERS
The
shares of common stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders upon conversion of the
Senior Notes, exercise of the SN Warrants, and exercise of the RD Warrants. For additional information regarding the issuance of the
Senior Notes and the SN Warrants, see “Private Placement” above. For additional information regarding the issuance
of the RD Warrants, see “Registered Direct Offering” above. We are registering the shares of common stock in order
to permit the Selling Stockholders to offer the shares of common stock for resale from time to time. Except for the ownership of the
Senior Notes and the SN Warrants issued pursuant to the SN Purchase Agreement, and the ownership of the shares of common stock and RD
Warrants issued pursuant to the RD Purchase Agreement, the Selling Stockholders have not had any material relationship with us within
the past three years.
The
table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each
of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholders,
based on their respective ownership of shares of common stock, Senior Notes, and Warrants, as of August 28, 2023, assuming conversion
of the Senior Notes and exercise of the Warrants held by each such Selling Stockholder on that date without taking account of any
limitations on conversion and exercise set forth therein.
The
third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders and does not take in account
any limitations on (i) conversion of the Senior Notes set forth therein or (ii) exercise of the Warrants set forth therein.
In
accordance with the terms of a registration rights agreement with the holders of the Senior Notes and the SN Warrants, this prospectus
generally covers the resale of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to the Senior
Notes, including payment of interest on the Senior Notes through July 31, 2025, and (ii) the maximum number of shares of common stock
issued or issuable upon exercise of the SN Warrants, in each case, determined as if the outstanding Senior Notes (including interest
on the Senior Notes through July 31, 2025) and SN Warrants were converted or exercised (as the case may be) in full (without regard to
any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the $0.196 floor price of
the Senior Notes or the exercise price of the SN Warrants then in effect (as the case may be) calculated as of the trading day immediately
preceding the date this registration statement was initially filed with the SEC. Because the conversion price and alternate conversion
price of the Senior Notes may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares
being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant
to this prospectus.
Under
the terms of the Senior Notes, the SN Warrants, and the RD Warrants, a Selling Stockholder may not convert the Senior Notes or exercise
the SN Warrants or the RD Warrants to the extent (but only to the extent) such Selling Stockholder or any of its affiliates would beneficially
own a number of shares of our common stock which would exceed 4.99% of the outstanding shares of the Company. The number of shares in
the second and fourth columns do not reflect these limitations, but the percentages set forth in the fifth column do give effect to such limitations. The Selling Stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholder |
|
Number
of Shares
of Common
Stock Owned
Prior to
Offering |
|
|
Maximum
Number of
Shares of
Common Stock
to be Sold
Pursuant
to this
Prospectus(1) |
|
|
Number of
Shares of
Common Stock
of Owned
After Offering(2) |
|
|
Percentage
of Shares
of Common
Stock of
Owned After
Offering(36) |
|
| 32 Entertainment, LLC(3) |
|
|
772,034 |
|
|
|
1,986,939 |
|
|
|
448,360 |
|
|
|
2.65 |
% |
| 3i, LP(4) |
|
|
1,702,268 |
|
|
|
7,947,758 |
|
|
|
407,571 |
|
|
|
1.78 |
% |
| Andy Arno(5) |
|
|
40,459 |
|
|
|
248,367 |
|
|
|
- |
|
|
|
* |
|
| Anson East Master Fund LP(6) |
|
|
2,044,697 |
|
|
|
8,447,758 |
|
|
|
250,000 |
|
|
|
1.07 |
% |
| Anson Investments Master Fund LP(7) |
|
|
8,722,217 |
|
|
|
33,791,034 |
|
|
|
1,543,428 |
|
|
|
3.17 |
% |
| Brio Capital Master Fund, Ltd.(8) |
|
|
2,464,908 |
|
|
|
8,262,720 |
|
|
|
855,249 |
|
|
|
3.69 |
% |
| David Jenkins(9) |
|
|
88,048 |
|
|
|
397,388 |
|
|
|
23,313 |
|
|
|
* |
|
| Dawson James Securities, LLC(10) |
|
|
443,224 |
|
|
|
794,776 |
|
|
|
313,754 |
|
|
|
2.00 |
% |
| Empery Debt Opportunity Fund, LP(11) |
|
|
1,776,586 |
|
|
|
7,152,985 |
|
|
|
611,356 |
|
|
|
2.77 |
% |
| Empery Master Onshore(12) |
|
|
102,281 |
|
|
|
627,873 |
|
|
|
- |
|
|
|
* |
|
| Empery Tax Efficient, LP(13) |
|
|
291,621 |
|
|
|
166,903 |
|
|
|
264,432 |
|
|
|
1.75 |
% |
| Gregory Castaldo(14) |
|
|
1,599,415 |
|
|
|
2,260,797 |
|
|
|
1,001,883 |
|
|
|
5.84 |
% |
| HB Fund LLC(15) |
|
|
960,225 |
|
|
|
4,247,848 |
|
|
|
38,908 |
|
|
|
* |
% |
| Intracoastal Capital, LLC(16) |
|
|
91,907 |
|
|
|
397,388 |
|
|
|
27,172 |
|
|
|
* |
|
| Iroquois Master Fund Ltd. (17) |
|
|
299,414 |
|
|
|
20,000 |
|
|
|
279,414 |
|
|
|
1.87 |
% |
| Jaime Taicher(18) |
|
|
160,337 |
|
|
|
238,694 |
|
|
|
87,970 |
|
|
|
* |
|
| JAK Opportunities IV LLC(19) |
|
|
647,349 |
|
|
|
3,973,880 |
|
|
|
- |
|
|
|
* |
|
| James Satloff(20) |
|
|
48,551 |
|
|
|
298,041 |
|
|
|
- |
|
|
|
* |
|
| James Satloff trustee Dustin Nathaniel Satloff Trust u/a 6/1/1993(21) |
|
|
48,551 |
|
|
|
298,041 |
|
|
|
- |
|
|
|
* |
|
| James Satloff trustee Emily U Satloff Family Trust u/a 3/25/1993(22) |
|
|
97,102 |
|
|
|
596,082 |
|
|
|
- |
|
|
|
* |
|
| James Satloff trustee Theodore Jean Satloff Trust u/a 8/7/1996(23) |
|
|
48,551 |
|
|
|
298,041 |
|
|
|
- |
|
|
|
* |
|
| Jonathan Schechter(24) |
|
|
853,862 |
|
|
|
1,192,164 |
|
|
|
659,657 |
|
|
|
4.10 |
% |
| Joseph Reda(25) |
|
|
2,187,817 |
|
|
|
2,786,939 |
|
|
|
1,064,143 |
|
|
|
6.02 |
% |
| L1 Capital Global Opportunities Master Fund(26) |
|
|
1,054,920 |
|
|
|
3,973,880 |
|
|
|
407,571 |
|
|
|
2.16 |
% |
| Leonard Warner(27) |
|
|
240,797 |
|
|
|
1,311,380 |
|
|
|
27,172 |
|
|
|
* |
|
| Matthew Arno(28) |
|
|
40,459 |
|
|
|
248,367 |
|
|
|
- |
|
|
|
* |
|
| Rampart Capital Group, LLC(29) |
|
|
889,932 |
|
|
|
3,795,055 |
|
|
|
271,714 |
|
|
|
1.45 |
% |
| Richard Molinsky(30) |
|
|
210,228 |
|
|
|
834,776 |
|
|
|
40,758 |
|
|
|
* |
|
| Sabby Volatility Warrant Master Fund, Ltd. (31) |
|
|
2,616,834 |
|
|
|
8,454,754 |
|
|
|
815,141 |
|
|
|
3.49 |
% |
| Seafield Brothers Holdings, LLC(32) |
|
|
78,321 |
|
|
|
397,388 |
|
|
|
13,586 |
|
|
|
* |
|
| Sixth Borough Capital Fund, LP(33) |
|
|
652,786 |
|
|
|
2,199,487 |
|
|
|
116,564 |
|
|
|
* |
|
| Timothy Tyler Berry(34) |
|
|
138,374 |
|
|
|
238,694 |
|
|
|
66,007 |
|
|
|
* |
|
| Walleye Capital, LLC(35) |
|
|
2,299,704 |
|
|
|
14,117,204 |
|
|
|
- |
|
|
|
* |
|
| * |
Represents
beneficial ownership of less than 1% of the outstanding shares of our common stock |
| |
|
| (1) |
This
column represents the amount of shares that will be held by the Selling Stockholders after completion of this offering based on the
assumptions that (a) all securities registered for sale by the registration statement of which this prospectus is part of will be
sold, and (b) no other shares of common stock are acquired or sold by the Selling Stockholders prior to completion of this offering.
However, the Selling Stockholders are not obligated to sell all or any portion of the shares of our common stock offered pursuant
to this prospectus. |
| (2) |
For
the purposes of the calculations of common stock to be sold pursuant to the prospectus we are assuming (i) conversion of 100% of
the Senior Notes held by the Selling Stockholders at the current conversion price, $1.02, and (ii) the exercise of 100% of all of
the Warrants held by the Selling Stockholders, without regard to any limitations set forth therein. |
| |
|
| (3) |
Robert
Wolf, the Founder of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this Selling
Stockholder. The address of this Selling Stockholder is 9 Westerleigh Road, Purchase, NY 10577. |
| |
|
| (4) |
The
business address of 3i, LP is 140 Broadway, 38th Floor, New York, NY 10005. 3i, LP’s principal business is that of a private
investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, and has sole voting control and
investment discretion over securities beneficially owned directly or indirectly by 3i Management, LLC and 3i, LP. Mr. Tarlow disclaims
any beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management, LLC. The address
of this Selling Stockholder is 140 Broadway - 38th Floor, New York, NY 10005. |
| |
|
| (5) |
The
address of this Selling Stockholder is 240
Riverside Boulevard PH2B, New York, NY 10069. |
| |
|
| (6) |
Anson
Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by Anson.
Bruce Winson is the manager of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin
Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares
except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| |
|
| (7) |
Anson
Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”),
hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the manager of Anson Management GP LLC,
which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson,
Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest
therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands. |
| |
|
| (8) |
Shaye
Hirsch, the Director of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this
Selling Stockholder. The address of this Selling Stockholder is 100 Merrick Road Suite 401W, Rockville Centre, NY 11570. |
| |
|
| (9) |
The
address of this Selling Stockholder is 9611 North US Hwy 1 Box 390, Sebastian, FL 32958. |
| |
|
| (10) |
Robert
D. Keyser, Jr., the CEO of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this
Selling Stockholder. The address of this Selling Stockholder is 101 N Federal Hwy, Suite 600, Boca Raton, FL, 33432. |
| |
|
| (11) |
Empery
Asset Management LP, the authorized agent of Empery Debt Opportunity Fund, LP (“EDOF”), has discretionary authority to
vote and dispose of the shares held by EDOF and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane,
in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting
power over the shares held by EDOF. EDOF, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address
of this Selling Stockholder is c/o Empery Asset Management LP 1 Rockefeller Plaza, Suite 1205, New York, NY 10020. |
| |
|
| (12) |
Empery Asset Management LP, the authorized agent
of Empery Master Onshore, LLC (“EMO”), has discretionary authority to vote and dispose of the shares held by EMO and may be
deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset
Management LP, may also be deemed to have investment discretion and voting power over the shares held by EMO. EMO, Mr. Hoe and Mr. Lane
each disclaim any beneficial ownership of these shares.
|
| |
|
| (13) |
Empery
Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and
dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their
capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power
over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address of this
Selling Stockholder is c/o Empery Asset Management LP 1 Rockefeller Plaza, Suite 1205, New York, NY 10020. |
| |
|
| (14) |
The
address of this Selling Stockholder is 3776 Steven James Drive, Garnet Valley, PA 19060. |
| |
|
| (15) |
Hudson
Bay Capital Management LP, the investment manager of HB Fund LLC, has voting and investment
power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP
LLC, which is the general partner of Hudson Bay Capital Management LP. Each of HB Fund LLC
and Sander Gerber disclaims beneficial ownership over these securities. The address of this
Selling Stockholder is c/o Hudson Bay Capital Management LP, 28 Havemeyer Place, 2nd Floor,
Greenwich, CT 06830. |
| |
|
| (16) |
Mitchell
P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC
(“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held
by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section
13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal. The address of this Selling Stockholder is
245 Palm Trail, Delray Beach, FL 33483. |
| |
|
| (17) |
Iroquois
Capital Management L.L.C. is the investment manager of Iroquois Master Fund, Ltd. Iroquois Capital Management, LLC has voting control
and investment discretion over securities held by Iroquois Master Fund. As Managing Members of Iroquois Capital Management, LLC , Richard
Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment
manager to Iroquois Master Fund Ltd. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership
(as determined under Section 13(d) of the Exchange Act) of the securities held by Iroquois Capital Management and Iroquois Master Fund.
The address of this Selling Stockholder is 125 Park Ave., 25th Fl., New York, NY 10017. |
| (18) |
The
address of this Selling Stockholder is 475 2nd Street N, Unit 204, Saint Petersburg, FL 33701. |
| |
|
| (19) |
The Selling Stockholder is affiliated with ATW Partners Opportunities Management,
LLC (the “Adviser”), which holds voting and dispositive power over such shares. Antonio Ruiz-Gimenez and Kerry Propper serve
as the managing members of the Adviser and as managing members and general partners of the Selling Stockholder and, as such, may be deemed
to have beneficial ownership over the shares. The principal business address of the Adviser is 17 State Street, Suite 2130, New York,
New York 10004. |
| |
|
| (20) |
The
address of this Selling
Stockholder is 10 Gracie Square Apt 9E, New York, NY 10028. |
| |
|
| (21) |
The
address of this Selling Stockholder is 10
Gracie Square Apt 9E, New York, NY 10028. |
| |
|
| (22) |
The
address of this Selling Stockholder is 10
Gracie Square Apt 9E, New York, NY 10028. |
| |
|
| (23) |
The
address of this Selling Stockholder is 10
Gracie Square Apt 9E, New York, NY 10028. |
| |
|
| (24) |
The
address of this Selling Stockholder is 135 Sycamore Drive, Roslyn, NY 11576. |
| |
|
| (25) |
The
address of this Selling Stockholder is 1324 Manor Circle, Pelham, NY 10803. |
| |
|
| (26) |
David
Feldman, the Portfolio Manager of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held
by this Selling Stockholder. The address of this Selling Stockholder is 161A Shedden Road, 1 Artillery Court, PO Box 10085, Grand
Cayman KY1-1001, Cayman Islands. |
| |
|
| (27) |
The
address of this Selling Stockholder is 220 Victory Drive, Massapequa Park, NY 11762. |
| |
|
| (28) |
The
address of this Selling Stockholer is 240
Riverside Boulevard PH2B, New York, NY 10069. |
| |
|
| (29) |
Peter
Abskharon, the Partner of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this
Selling Stockholder. The address of this Selling Stockholder is 6111 W 74th Street, Westchester, CA 90045. |
| |
|
| (30) |
The
address of this Selling Stockholder is 329 Chestnut Hill Road, Unit 2, Norwalk, CT 06883. |
| |
|
| (31) |
Sabby
Management, LLC serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Hal Mintz is the manager of Sabby
Management, LLC and has voting and investment control of the securities held by Sabby Volatility Warrant Master Fund, Ltd. Each of
Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities beneficially owned by Sabby Volatility Warrant
Master Fund, Ltd., except to the extent of their respective pecuniary interest therein.The address of this Selling Stockholder is
c/o Sabby Mgt. LLC, 10 Mountainview Rd., Suite 205, Upper Saddle River, NJ 07458. |
| |
|
| (32) |
Robert
Haag, the Managing Member of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by
this Selling Stockholder. The address of this Selling Stockholder is 720 N.4th Street, Montpelier, ID 83254. |
| |
|
| (33) |
Robert
D. Keyser, Jr., the CEO of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this
Selling Stockholder. The address of this Selling Stockholder is 1515 N. Federal Highway Suite 300, Boca Raton, FL 33431. |
| |
|
| (34) |
The
address of this Selling Stockholder is 4 Millers Way, Old Lyme, CT 06371. |
| |
|
| (35) |
William
England, the CEO of this Selling Stockholder, holds voting and dispositive power over the shares of common stock held by this Selling
Stockholder. The address of this Selling Stockholder is 2800 Niagara Lane North Plymouth, MN 55447. |
| |
|
| (36) |
The
percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our
capital stock outstanding on August 29, 2023. On August 29, 2023, there were 14,901,408 shares of our common stock outstanding. To
calculate a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock
outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding warrants and conversion
of Senior Notes owned by that person which are exercisable or convertible within 60 days of August 29, 2023. Warrants and Senior
Notes held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership
amount our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and
sole investment power for the shares listed opposite such person’s name. |
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock issuable upon conversion of the Senior Notes and exercise of the Warrants to permit the resale
of these shares of common stock by the Selling Stockholders from time to time after the date of this prospectus. We will not receive
any of the proceeds from the sale by the Selling Stockholders of the shares of common stock, although we will receive the exercise price
of any Warrants not exercised by the Selling Stockholders on a cashless exercise basis. We will bear all fees and expenses incident to
our obligation to register the shares of common stock.
The
Selling Stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block
transactions, pursuant to one or more of the following methods:
| |
● |
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| |
|
|
| |
● |
in
the over-the-counter market; |
| |
|
|
| |
● |
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| |
|
|
| |
● |
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise; |
| |
|
|
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
|
| |
● |
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
| |
|
|
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately
negotiated transactions; |
| |
|
|
| |
● |
short
sales made after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| |
|
|
| |
● |
broker-dealers
may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share; |
| |
|
|
| |
● |
a
combination of any such methods of sale; and |
| |
|
|
| |
● |
any
other method permitted pursuant to applicable law. |
The
Selling Stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if
available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of common stock by other
means not described in this prospectus. If the Selling Stockholders effect such transactions by selling shares of common stock to or
through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of common stock for whom they may
act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares
of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of common stock to broker-dealers
that in turn may sell such shares.
The
Selling Stockholders may pledge or grant a security interest in some or all of the Senior Notes, Warrants, or shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee
or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating
in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of
the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the registration
statement, of which this prospectus forms a part.
The
Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling
Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All
of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.
We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreements, estimated to
be $52,794.89 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, a Selling Stockholder will pay all underwriting discounts and
selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities
Act in accordance with the registration rights agreements or the Selling Stockholders will be entitled to contribution. We may be indemnified
by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the related registration
rights agreements or we may be entitled to contribution.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the
hands of persons other than our affiliates.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by Pryor Cashman LLP, New York, New York. Additional
legal matters may be passed upon for us, the Selling Stockholder or any underwriters, dealers or agents, by counsel that we will name
in the applicable prospectus supplement. As appropriate, legal counsel representing the underwriters, dealers or agents will be named
in the accompanying prospectus supplement and may opine to certain legal matters.
EXPERTS
Our
consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statement of operations, stockholders’
equity and cash flows for the years ended December 31, 2022 and 2021 incorporated by reference in this prospectus have been audited by
RBSM LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included
in reliance upon the report of such firm given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all
the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements
or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement
or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement
or other document. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with information that is
different from that contained in this prospectus nor in any free writing prospectus we may authorize to be delivered or made available
to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including Greenwave.
The address of the SEC website is www.sec.gov. We maintain a website at www.GWAV.com. Information contained in or accessible through
our website does not constitute a part of this prospectus. Because our common stock is listed on the NASDAQ Capital Market, you may also
inspect reports, proxy statements and other information at the offices of the NASDAQ Capital Market.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this
prospectus contain important information that you should read about us.
The
following documents are incorporated by reference into this document:
| |
● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023 as amended
on Form 10-K/A on April 13, 2023; |
| |
|
|
| |
● |
our
Quarterly Report on Form 10-Q for the three months ended March 31, 2023, filed with the Securities and Exchange Commission on May
15, 2023; |
| |
|
|
| |
● |
our
Quarterly Report on Form 10-Q for the six months ended June 30, 2023, filed with the Securities and Exchange Commission on August
14, 2023; |
| |
|
|
| |
● |
our
Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 3, 2023, May 22, 2023, July 18, 2023, August 3, 2023, August 10, 2023, and August 22, 2023 (other than information “furnished” under Items 2.02 or 7.01, or corresponding
information furnished under Item 9.01 or included as an exhibit); and |
| |
|
|
| |
● |
the
description of our common stock contained in the registration statement on Form 8-A, dated July 21, 2022, File No. 001-41452, and
any other amendment or report filed for the purpose of updating such description. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent
that statements in the later filed document modify or replace such earlier statements.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request,
a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents
to:
Greenwave
Technology Solutions, Inc.
4016
Raintree Rd., Ste 300
Chesapeake,
VA 23321
(800)
490-5020
Attention:
Chief Financial Officer
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
124,238,707
Shares
COMMON
STOCK
PROSPECTUS
SEPTEMBER 12,
2023
Greenwave Technology Sol... (NASDAQ:GWAV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Greenwave Technology Sol... (NASDAQ:GWAV)
Historical Stock Chart
From Apr 2023 to Apr 2024
