UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdictions of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
Note Exchange
On May 10, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with DWM Properties LLC (the “Holder”), whereby the Company and Holder agreed to exchange 1,000 shares of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D Shares”) held by the Holder for 200,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
A copy of the form of the form of the Exchange Agreement, is attached hereto as Exhibits 10.1, and is incorporated herein by reference. The foregoing summary of the terms of the form of the Exchange Agreement is subject to, and qualified in its entirety by, such document.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the shares of Common Stock issuable pursuant to the Exchange Agreement is hereby incorporated by reference into this Item 3.02.
Item 9.01(d) Financial Statements and Exhibits
Exhibits.
| Number | ||
| 10.1 | Form of Exchange Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Date: May 16, 2024
| 3 |