Item 5.08 Shareholder Director Nominations. To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Filed Oct 23, 2026Accepted Oct 23, 2026, 5:30 PM EDTCIK 1589149Accession 0001493152-26-048288
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 5.08Item 5.08 - Shareholder Nominations
Item
5.08 Shareholder Director Nominations.
To
the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
October 20, 2026, the board of directors (the “Board”) of Greenwave Technology Solutions, Inc. (the “Company”)
established December 7, 2026 as the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”)
and set October 23, 2026 as the record date for determining stockholders who are eligible to receive notice of and vote at the 2026 Annual
Meeting. The date of the 2026 Annual Meeting represents a change of more than 30 calendar days from the anniversary of the date deemed
to be the date of the preceding year’s annual meeting pursuant to Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Company will publish additional details regarding the exact time, location and matters to be voted
on at the 2026 Annual Meeting in the Company’s proxy statement for the 2026 Annual Meeting.
In
order for stockholder proposals to be presented at the 2026 Annual Meeting, including by means of inclusion of a stockholder proposal
in the proxy materials under Rule 14a-8 of the Exchange Act, the Company must receive proper notice at the Company’s principal
executive offices not later than the close of business on October 28, 2026, which the Company has determined to be a reasonable time
before it expects to begin to print and distribute its proxy materials prior to the 2026 Annual Meeting. Any such proposal must also
meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion
in the proxy materials for the 2026 Annual Meeting. The October 28, 2026 deadline will also apply in determining whether notice of a
stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)
of the Exchange Act. In addition, pursuant to the Company’s by-laws, for business to be properly brought before the 2026 Annual
Meeting by a stockholder, the Company must receive proper notice at the Company’s principal executive offices not later than the
close of business on November 2, 2026.
All
proposals must be addressed to the Chief Executive Officer of the Company at “Greenwave Technology Solutions, Inc., 4016 Raintree
Road, Suite 300, Chesapeake, Virginia 23321, Attention: Chief Executive Officer.”