Greenwave Technology Solutions Announces $3.75M Series B Preferred Private Placement

What Happened

• On September 7, 2026, Greenwave Technology Solutions, Inc. (GWAV) entered a Preferred Stock Purchase Agreement with five institutional investors to sell 3,750 shares of Series B Convertible Preferred Stock (stated value $1,000 per share), for gross proceeds of approximately $3.75 million. The Series B is initially convertible into approximately 715,649 shares of GWAV common stock at an initial conversion price of $5.24 per share.
• The Private Placement is being made to accredited investors in a transaction exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D. The closing was expected on or about September 9, 2026. GWAV intends to use net proceeds for working capital.
• GWAV also entered into a Registration Rights Agreement requiring the company to file a registration statement to register the Conversion Shares (file within 10 business days of the execution date and use commercially reasonable efforts to have it declared effective as soon as practicable, but no later than 30 business days from the filing deadline). The Certificate of Designation sets conversion mechanics, dividend and limited consent protections for holders.

Key Details

• Amount raised: gross proceeds ≈ $3.75 million (3,750 shares × $1,000 stated value).
• Conversion: initial conversion price $5.24 per share → ~715,649 common shares if fully converted.
• Ownership cap: any holder (with affiliates) may not convert to the extent it would beneficially own more than 4.99% of outstanding common stock after conversion.
• Holder rights: no routine voting rights; holders have certain class consent rights (e.g., changes affecting preferences, new senior/pari passu series, redemptions or dividends on junior stock). No public market for the Series B is expected.

Why It Matters

• Dilution: if fully converted, the Series B could add roughly 715,649 common shares, increasing share count and potentially affecting per-share metrics. The 4.99% cap limits any single investor’s immediate ownership.
• Liquidity & resale: registration rights are intended to enable resale of the Conversion Shares once the registration statement is declared effective, which is material for investor liquidity.
• Capital & runway: the transaction provides GWAV with ~$3.75M of near-term working capital but is modest in size; investors should watch future filings for how proceeds are used and for the actual conversion or resale timing.
• Governance: the preferred holders have limited voting but possess blocking consent rights on certain corporate actions, which could affect the company’s flexibility while Series B shares remain outstanding.