Greenwave Technology Solutions, Inc. has entered into a Preferred Stock Purchase Agreement with five institutional investors to raise capital through a private placement of Series B Convertible Preferred Stock. The transaction, executed on September 7, 2026, involves the issuance of 3,750 shares of Series B Convertible Preferred Stock. Each share has a par value of $0.001 and a stated value of $1,000, resulting in an aggregate gross proceeds expectation of approximately $3.75 million before fees and expenses.
The Series B Preferred Stock is initially convertible into 715,649 shares of the Company’s common stock at a conversion price of $5.24 per share. The closing of the transaction is scheduled for September 9, 2026, subject to customary conditions. The Company intends to use the net proceeds from the offering for working capital.
The offering is exempt from registration requirements under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The investors have represented that they are accredited investors acquiring the securities solely for investment purposes. The Company has also entered into a Registration Rights Agreement, obligating it to file a registration statement for the Conversion Shares within ten business days, with a goal of having the registration declared effective within 30 business days.
According to the terms of the Certificate of Designation, holders of the Series B Preferred Stock will have voting rights only to block certain corporate actions, including amendments to the certificate of incorporation, increases to authorized preferred shares, or the issuance of new senior preferred stock. Holders will also be subject to a beneficial ownership limitation of 4.99% of the Company’s common stock following conversion.
