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 |
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 3.02. | Unregistered 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Exchange Agreement, dated August 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 27, 2026 | ||