Greenwave Technology Solutions Files 8-K

TL;DR

Greenwave (GWAV) filed an 8-K detailing material agreements and equity sales. Watch for updates.

AI Summary

Greenwave Technology Solutions, Inc. filed an 8-K on December 2, 2024, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company was formerly known as MassRoots, Inc. until October 11, 2013.

Why It Matters

This 8-K filing provides updates on material agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financial distress.

Key Players & Entities

• Greenwave Technology Solutions, Inc. (company) — Registrant
• MassRoots, Inc. (company) — Former Company Name
• 20131011 (date) — Date of Name Change
• 20241202 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GWAV NASDAQ Capital Mark
• $15,000,000 — lers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcel
• $3,300,084 — he Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory n
• $11,699,916 — ") in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate
• $2,983,308.97 — and is payable in equal installments of $2,983,308.97 on each of December 31, 2024, January 3
• $3,000,000 — Company's cash balance to be less than $3,000,000, then such Payment Date and each subseq

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex4-1.htm (EX-4.1) — 19KB
• ex10-1.htm (EX-10.1) — 157KB
• ex99-1.htm (EX-99.1) — 13KB
• 0001493152-24-048321.txt ( ) — 437KB
• gwav-20241202.xsd (EX-101.SCH) — 3KB
• gwav-20241202_lab.xml (EX-101.LAB) — 33KB
• gwav-20241202_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): December 2, 2024 Greenwave Technology Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41452 46-2612944 (State or other Jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification No.) 4016 Raintree Road , Suite 300 Chesapeake , VA 23321 (Address of principal executive offices and zip code) (800) 490-5020 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value GWAV NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement On December 2, 2024, Greenwave Technology Solutions, Inc. (the "Company") entered into a Contract of Sale (the "Contract of Sale") with DWM Properties LLC ("DWM"), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the "Sellers"), in each case, an entity affiliated with Danny Meeks, the Company's Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The transaction closed on December 2, 2024. The purchase price is payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share (the "Preferred Stock"), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory note payable to DWM (the "DWM Note") in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,308.97 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a "Payment Date"); provided, that if payment on a Payment Date would cause the Company's cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company's cash balance. The above descriptions of the DWM Note and Contract of Sale do not purport to be complete and are qualified in their entirety by reference to the full text of the DWM Note and Contract of Sale, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Item 3.02. Unregistered Sales of Equity Securities The information contained above in Item 1.01 related to the shares of Preferred Stock issuable pursuant to the Contract of Sale is hereby incorporated by reference into this Item 3.02. Item 7.01. Regulation FD Disclosure On December 2, 2024, the Company issued a press release announcing the transaction. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial (d) Exhibits. Exhibit No. Description 4.1 Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC 10.1 Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, Oceana Salvage Properties,

View Full Filing

View this 8-K filing on SEC EDGAR