Greenwave Technology Solutions, Inc. current report, 07 September 2026 (NASDAQ:GWAV)

Company: Greenwave Technology Solutions, Inc. (GWAV)
Filing Date: September 7, 2026
Reporting Period: Current Report on Form 8-K regarding events occurring on September 7, 2026.
Business Context: The Company entered into a Material Definitive Agreement for a private placement of equity securities.

Key Financial Metrics and Transaction Details

This filing reports a capital raise rather than operational financial results. Key metrics include:

Instrument: 3,750 shares of Series B Convertible Preferred Stock.
Stated Value: $1,000 per share.
Gross Proceeds: Approximately $3.75 million (before estimated offering fees and expenses).
Conversion Terms: Initially convertible into approximately 715,649 shares of Common Stock at an initial conversion price of $5.24 per share.
Use of Proceeds: Working capital.
Expected Closing Date: On or about September 9, 2026.

Note: The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics for the Company.

Material Changes and Agreements

The primary material change is the entry into a Preferred Stock Purchase Agreement and a Registration Rights Agreement with five institutional investors.

Private Placement: Exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
Registration Rights: The Company must file a registration statement for the Conversion Shares within 10 business days of the execution date and use commercially reasonable efforts to have it declared effective within 30 business days of the filing deadline.
Dividends: Holders may receive dividends as determined by the Board of Directors; no other dividends may be paid on this series.
Voting Rights: Holders generally have no voting rights but possess protective class voting rights regarding amendments to the charter, creation of senior stock, or repurchases of junior stock.
Conversion Limitation: Holders cannot convert if it would result in beneficial ownership exceeding 4.99% of outstanding Common Stock.

Guidance, Outlook, and Risks

Outlook: The Company intends to use net proceeds for working capital. The closing is expected on September 9, 2026, subject to customary conditions.

Risks and Contingencies:

Closing Risk: The transaction is subject to satisfaction of customary closing conditions.
Forward-Looking Statements: The filing contains forward-looking statements regarding the closing and registration filing. Actual results may differ materially due to risks and uncertainties.
Liquidity of Preferred Stock: There is no established public trading market for the Series B Preferred Stock, and the Company does not intend to list it on a national exchange.

Investor Verification Checklist

Verify the final closing date and confirmation of the $3.75 million gross proceeds.
Review the filed Certificate of Designation (Exhibit 3.1) for specific dividend rates and liquidation preferences.
Monitor the filing of the registration statement for the Conversion Shares within the required 10-business-day window.
Assess the impact of the 715,649 potential Conversion Shares on existing common stock dilution.
Confirm the identity of the five institutional investors and their existing holdings in the Company.