Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item Entry 1.01. into a Material Definitive Agreement On August 24, 2026, Greenwave Technology Solutions, Inc. (the “Company”) entered into an Exchange Agreement with DWM Properties LLC (“DWM”), an entity controlled by Danny Meeks, the Chief Executive Officer of the Company (the “Agreement”).…
Filed Aug 27, 2026Accepted Aug 27, 2026, 4:50 PM EDTCIK 1589149Accession 0001493152-26-040419
We were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration equal to $10,000 and discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01. into a Material Definitive Agreement
On
August 24, 2026, Greenwave Technology Solutions, Inc. (the “Company”) entered into an Exchange Agreement with DWM Properties
LLC (“DWM”), an entity controlled by Danny Meeks, the Chief Executive Officer of the Company (the “Agreement”).
Pursuant to the Agreement, in exchange for the satisfaction of an outstanding promissory note payable to DWM with a principal balance
of $5,391,859 and other related party amounts owed to Mr. Meeks and his affiliates totalling $2,608,141, the Company issued an aggregate
of 2,152,853 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share, to DWM.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the
Exchange Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item Unregistered
3.02. Sales of Equity Securities
The
information contained above in Item 1.01 related to the Agreement and the issuance of the Exchange Shares is hereby incorporated by reference
into this Item 3.02. The Company will issue the Exchange Shares, in reliance upon the exemptions from registration provided by Section
4(a)(2) of the Act, Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Act.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates
evidencing such shares contain a legend stating the same.