Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 7, 2023

Greenwave Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-55431	46-2612944
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

277 Suburban Drive, Suffolk, VA		23434
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 816-8070

N/A

Former name or former address, if changed since last report

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2023, Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) increased the number of directors comprising its Board of Directors (“Board”) from four to five members and appointed Jason Adelman as a member of the Board and as a member of the Audit Committee and the Compensation Committee (collectively, the “Committees”), effective immediately.

Mr. Adelman is deemed an “independent” director as such term is defined by the rules of The Nasdaq Stock Market LLC. There are no family relationships between Mr. Adelman and any of our other officers and directors. Mr. Adelman will serve until the Company’s 2023 Annual Meeting of stockholders or until his successor has been duly elected and qualified.

Mr. Adelman will be compensated $4,000 monthly for his service as a director, and $1,500 annually for his service as a member of the Committees. Additionally, each January, Mr. Adelman will receive common stock of the Company in an amount that will be worth an aggregate of $80,000.

Mr. Jason Adelman - Mr. Adelman is the Founder and Managing Member of Burnham Hill Capital Group, LLC, a privately held financial advisory firm, and serves as Managing Member of Cipher Capital Partners LLC, a private investment fund. Mr. Adelman also serves as a member of the board of directors of Trio-Tech International (Nasdaq: TRT) and Oblong, Inc. (Nasdaq: OBLG). Prior to founding Burnham Hill Capital Group, LLC in 2003, Mr. Adelman served as Managing Director of Investment Banking at H.C. Wainwright and Co., Inc. Mr. Adelman graduated from the University of Pennsylvania with a B.A. in Economics, cum laude, and from Cornell Law School with a J.D. degree.

Item 7.01

Regulation FD Disclosure.

On August 10, 2023, the Company issued a press release regarding the appointment of Mr. Adelman to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press Release dated August 10, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREENWAVE TECHNOLOGY SOLUTIONS, INC.

August 10, 2023	By:	/s/ Danny Meeks
	Name:	Danny Meeks
	Title:	Chief Executive Officer

Exhibit 99.1

Greenwave Appoints Henry Sicignano III and Jason Adelman to Board of Directors

Former CEO of 22nd Century Group and current President of Charlie’s Holdings, Henry

Sicignano III is a seasoned public company executive with substantial expertise in competitive

strategy and regulatory affairs.

Jason Adelman has significant experience in corporate governance, mergers and acquisition

advisory and emerging growth company investing.

(Chesapeake, VA) August 10, 2023 – Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) (NASDAQ: GWAV), a leading operator of metal recycling facilities in Virginia, North Carolina and Cleveland, OH, is pleased to announce that it has appointed Henry Sicignano III and Jason Adelman to its Board of Directors.

Mr. Sicignano currently serves as the President of Charlie’s Holdings, Inc., a publicly traded consumer products company with sales in more than 90 countries. Prior to this role, he served as Chief Executive Officer, President, and Director of 22nd Century Group, Inc., a publicly listed plant biotechnology company. Additionally, Mr. Sicignano served as General Manager at NOCO Energy Corp, as well as Vice President at Kittinger Furniture Company, Inc. He currently serves on the board of directors of Kartoon Studios and served on the board of directors of Anandia Laboratories, Inc. until it was acquired in 2018. Mr. Sicignano holds a B.A. degree from Harvard College and an M.B.A. degree from Harvard University.

“Over the past 20 years, Greenwave’s Chairman, Danny Meeks, has assembled some of the most robust infrastructure on the east coast to scale this business from a single scrap yard in Greenville to more than a dozen industry-leading metal recycling facilities,” explained new Greenwave director, Henry Sicignano III. “What’s more, with a seasoned and experienced management team – 100% committed to profitable growth – Greenwave strikes me as the single most compelling investment opportunity in the $41.4 billion scrap metal industry_[1].”

Jason Adelman brings extensive experience in advising and investing in emerging growth companies in the technology, media, medical device and biotech sectors. Mr. Adelman was the lead banker in Computer Motion’s merger with Intuitive Surgical (Nasdaq: ISRG) and was a member of the board of directors of Pharmacyclics prior to its acquisition by Abbvie for over $20 billion. Currently, Mr. Adelman serves as a member of the board of directors of Trio-Tech International, a global semiconductor services company (NYSE American: TRT), and Oblong, Inc., a leader in next generation collaboration technologies (Nasdaq: OBLG). Prior to founding Burnham Hill Capital Group, LLC in 2003, Mr. Adelman served as Managing Director of Investment Banking at H.C. Wainwright and Co., Inc. Mr. Adelman holds a B.A degree in Economics from the University of Pennsylvania and a J.D. degree from Cornell Law School.

[1] https://www.ibisworld.com/united-states/market-research-reports/scrap-metal-recycling-industry/

About Greenwave

Greenwave Technology Solutions, Inc., through its wholly owned subsidiary Empire Services, Inc. (“Empire”), is a leading operator of metal recycling facilities in Virginia and North Carolina. At these facilities, Empire collects, classifies, and processes raw scrap metal (ferrous and nonferrous) for recycling. Steel is one of the world’s most recycled products with the ability to be re-melted and re-cast numerous times while offering significant economic and environmental benefits when compared with virgin materials. For more information, please visit https://www.greenwavetechnologysolutions.com/.

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements about its revenue growth, opening of additional locations, margin expansion and cashflow projections. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in our filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Cover	Aug. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2023
Entity File Number	000-55431
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	277 Suburban Drive
Entity Address, City or Town	Suffolk
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23434
City Area Code	(303)
Local Phone Number	816-8070
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false