XML 47 R30.htm IDEA: XBRL DOCUMENT v3.25.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 21 – SUBSEQUENT EVENTS

 

On January 8, 2025, the Company issued 729,826 shares of common stock for the cashless exchange of warrants.

 

On January 10, 2025, the Company and certain institutional and accredited investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such Purchasers an aggregate of 7,544,323 shares of common stock, par value $0.001 per share, of the Company, in a registered direct offering, and accompanying warrants to purchase up to 7,544,323 shares of Common Stock in a concurrent private placement for gross proceeds of approximately $4 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 $0.5302.

 

Concurrently with the January Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”) with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the June Warrants (the “Exchange”). Pursuant to the Exchange, the Company issued 5,327,401 shares of common stock (the “Exchange Shares”) in exchange for the surrender and termination of certain June Warrants to purchase up to 5,549,374 shares of common stock.

 

Concurrently with the January Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and (c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”), agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”). The Warrant Amendment amended the Existing Warrants to (i) reduce the exercise price of the Existing Warrants from $2.91 to $1.50 per share, (ii) increase the number of shares issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations. Following the Warrant Amendment, the Existing Warrants are exercisable for 11,346,743 shares of common stock. The shares of common stock issuable upon exercise of the Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the Existing Warrants are subject to stockholder approval.

 

On January 28, 2025, the Company increased the number of directors comprising its Board of Directors from four to five members and appointed Lisa Lucas-Burke as a member of the Board and as a member of the Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee, effective immediately.

 

On February 10, 2025, the Company and certain institutional and accredited investors entered into a securities purchase agreement Purchase Agreement pursuant to which the Company agreed to sell to such Purchasers an aggregate of 21,100,000 shares of common stock, par value $0.001 per share, of the Company, in a registered direct offering, and accompanying warrants to purchase up to 21,100,000 shares of Common Stock in a concurrent private placement, for gross proceeds of approximately $7 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 $0.3337. A stockholder elected to hold 4,000,000 shares of common shares purchased under the Purchase Agreement in abeyance.

 

Effective February 14, 2025, Henry Sicignano III, a Director of the Company, notified the Company that he will resign from the Company’s Board of Directors (the “Board”). Mr. Sicignano’s resignation is not the result of a dispute or disagreement with the Company. Mr. Sicignano served as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

 

On March 11, 2025, the Company issued 376,932 shares of common stock for services rendered to the Company.

 

As previously reported by (the Company), on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement.

 

On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

 

From January 1 to April 15, 2025, the Company made $2,604,000 payments on the related-party non-convertible note issued to an entity controlled by Greenwave’s Chairman and Chief Executive Officer for the December 2024 land and permit purchase.

 

On April 10, 2025, Jason Adelman provided the Board with his formal resignation from the Board and all committees thereof, effective immediately. Mr. Adelman was a member of the Board’s Compensation, Audit, and Nomination and Corporate Governance Committees. Mr. Adelman’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise).

 

On April 12, 2025, the Company terminated the employment of Isaac Dietrich, the Company’s Chief Financial Officer, effective April 11, 2025.