Greenwave closes $3.75 million Series B preferred placement before fees

Greenwave Technology Solutions, Inc. (Nasdaq: GWAV) closed its Series B Convertible Preferred Stock private placement on September 9, 2026, for aggregate proceeds of $3.75 million before placement agent fees and other offering expenses. The company disclosed the closing in a Form 8-K filed September 11, following a September 7 purchase agreement with five institutional investors (Form 8-K AccNo 0001493152-26-042431).

FACT: Financing closed September 9

Greenwave reported that it issued the Series B Preferred Stock to the investors at the September 9 closing. Item 8.01 of Form 8-K accession 0001493152-26-042431 states aggregate proceeds of $3.75 million before deducting placement agent fees and other offering expenses payable by the company. The disclosure records a completed preferred-stock financing.

The chronology matters: the Preferred Stock Purchase Agreement was dated September 7, the placement closed September 9, and the Form 8-K was filed September 11. Chief Executive Officer Danny Meeks signed the report on September 11. The filing therefore describes a transaction completed two days earlier.

FACT: Preferred terms establish a path into common stock

In connection with the closing, Greenwave filed its Certificate of Designations, Preferences and Rights with Delaware on September 9. The certificate authorizes 3,750 Series B shares, each with a stated value of $1,000 and a par value of $0.001. The preferred shares are convertible into Greenwave common stock, which also has a par value of $0.001.

Under the terms summarized in Item 5.03, holders may elect to convert at any time after September 9 at an initial conversion price of $5.24 per common share. That price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and similar changes.

A beneficial-ownership restriction limits individual conversions. A holder may not convert a portion of its preferred stock if the conversion would leave the holder and its affiliates beneficially owning more than 4.99% of Greenwave's outstanding common shares immediately afterward.

CONTEXT: Gross proceeds and conversion terms answer different questions

The $3.75 million figure measures aggregate proceeds before fees and offering expenses. It does not establish how much cash Greenwave retained after those deductions; the Form 8-K does not state net proceeds.

The authorization of 3,750 preferred shares, their $1,000 stated value and the reported closing proceeds describe the financing's structure. They do not establish that holders have converted any preferred shares into common stock. The 4.99% restriction is a holder-and-affiliate beneficial-ownership test applied to a conversion, rather than a reported dilution percentage for the financing.

For common shareholders, the conversion terms explain how the preferred securities can become common equity. This report does not establish whether conversions have occurred, how many common shares have been issued through conversion or the resulting dilution percentage.

FACT: Board-determined dividends and protective voting rights

The certificate provides that holders can receive dividends as determined by Greenwave's board. No other dividends may be paid on the Series B shares. The described terms do not establish that the board has declared a dividend.

Holders generally have no voting rights and cannot call a meeting of holders, except as provided in the certificate or required by law. While Series B shares remain outstanding, however, specified company actions require their affirmative vote or written consent as a single class.

Those protections cover charter or bylaw amendments adverse to Series B preferences; changes to authorized Series B shares other than through conversion; creation of senior or parity preferred stock; repurchases of junior stock outside equity-plan terms; dividends or distributions on junior stock; additional Series B issuance beyond what is contemplated; and actions that circumvent Series B rights.

FACT: Private-placement exemption and source record

Greenwave reported the placement as exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with similar state-law exemptions. Item 3.02 incorporates the financing disclosures in Items 5.03 and 8.01. Item 9.01 lists the September 9 Certificate of Designations as Exhibit 3.1.

The issuer's common stock trades on the Nasdaq Capital Market under GWAV. Greenwave is incorporated in Delaware and has its principal executive offices in Chesapeake, Virginia. The five purchasers are described as institutional investors; their names are not stated in the Form 8-K body summary.

Filing reference

Primary disclosure: Form 8-K AccNo 0001493152-26-042431 (Items 3.02, 5.03, 8.01 and 9.01).