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
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Item 1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering and Concurrent Private Placement
On June 10, 2024, Greenwave Technology Solutions, Inc. (the “Company”) and certain institutional and accredited investors (the “Purchasers”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 5,044,885 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), in a registered direct offering (the “Registered Direct Offering”), and accompanying warrants to purchase up to 5,044,885 shares of Common Stock (the “Warrants”) in a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offering”), for gross proceeds of approximately $15.3 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share and the accompanying Warrant to purchase one share of Common Stock is $3.035.
The sale and offering of the Shares pursuant to the Purchase Agreement will be effected as a takedown off the Company’s shelf registration statement on Form S-3 (File No. 333-271324), which became effective on April 28, 2023 (the “Registration Statement”), pursuant to a prospectus supplement and accompanying prospectus to be filed with the Securities and Exchange Commission (the “SEC”). The Warrants, the Placement Agent Warrants (as defined herein) and the shares of Common Stock underlying the Warrants (“Warrant Shares”) and the Placement Agent Warrant Shares (as defined herein) were not offered pursuant to the Registration Statement and were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
The Warrants will be immediately exercisable and have an exercise price of $2.91 per share. The Warrants will expire five years from the issuance date. The exercise price of each Warrant is subject to adjustment in certain circumstances, including in connection with stock dividends and splits or other similar transactions. At any time after the date that is 120 days following the Closing (as defined below) of the Offering, the 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 Warrant Shares. Additionally, at any time following receipt of approval of the Company’s stockholders, the Warrants may be “alternatively cashlessly exercised,” pursuant to which holders may receive a number of Warrant Shares equal to the product of (i) the number of Warrant Shares they would have received had the Warrant been exercised for cash and (ii) 0.75. The Company has agreed to file a registration statement under the Act with the SEC, covering the resale of the Warrant Shares within 20 calendar days following the date of the Purchase Agreement and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC within 120 days following the Closing of the Offering.
The Company currently intends to use the net proceeds from the Offering for satisfaction of the Company’s debt and for working capital purposes. The Offering is expected to close on or about June 12, 2024 (the “Closing”).
Dawson James Securities, Inc. (the “Placement Agent”), is acting as the placement agent for the Offering. Pursuant to an engagement agreement between the Placement Agent and the Company, dated as of June 3, 2024, the Company agreed to pay the Placement Agent a cash fee of $918,673, equal to 6% of the aggregate gross proceeds raised in the Offering, and to reimburse the Placement Agent for certain expenses, including legal fees and expenses of $25,000 in the aggregate. In addition, the Company agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 504,489 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have generally the same terms and conditions as the Warrants issued to the Purchasers, except that the Placement Agent Warrants will have a term of five years from the commencement of sales in the Offering and an exercise price equal to $3.79375 per share.
A copy of the form of the Purchase Agreement, the form of the Warrant and the form of the Placement Agent Warrant are attached hereto as Exhibits 10.1, 4.1, and 4.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the form of the Purchase Agreement, the form of the Warrant and the form of the Placement Agent Warrant are subject to, and qualified in their entirety by, such documents.
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Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Private Placement, the issuance of the Warrants, the Placement Agent Warrants and the issuance of the Warrant Shares and the Placement Agent Warrant Shares is hereby incorporated by reference into this Item 3.02.
Item 9.01(d) Financial Statements and Exhibits
Exhibits.
| Number | ||
| 4.1 | Form of Warrant issued to Purchasers | |
| 4.2 | Form of Placement Agent Warrant | |
| 10.1 | Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 11, 2024
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