Greenwave Technology Reports $3.75M Series B Preferred Private Placement

What Happened
Greenwave Technology Solutions, Inc. announced the closing on September 9, 2026 of a private placement of 3,750 shares of Series B Convertible Preferred Stock for aggregate gross proceeds of $3.75 million (before placement agent fees and offering expenses). The sale was made to five institutional investors under a Preferred Stock Purchase Agreement dated September 7, 2026, and the Company filed a Certificate of Designations for the Series B with the Delaware Secretary of State on September 9, 2026. The offering was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Key Details

• 3,750 shares of Series B Convertible Preferred Stock issued; stated value $1,000 per share = $3.75M gross proceeds.
• Initial conversion price: $5.24 per share of common stock; conversion subject to customary adjustments (splits, dividends, etc.).
• Conversion ownership limit: a holder (with affiliates) may not convert to own more than 4.99% of outstanding common stock immediately after conversion.
• Holders generally have no voting rights but have certain protective consent rights while Series B shares remain outstanding (e.g., changes that would adversely affect Series B). Board may declare dividends on Series B as provided in the Certificate of Designations.
• Private placement closed Sept 9, 2026; Purchase Agreement dated Sept 7, 2026; Certificate of Designations filed Sept 9, 2026.

Why It Matters
This financing provides Greenwave roughly $3.75M in immediate capital (before fees), which can affect liquidity and near-term operations. The Series B is convertible into common stock at $5.24/share, which could dilute existing shareholders if converted. Protective provisions and conversion limits can affect governance and future financings. The transaction was a private placement and not a public offering, so shares bear transfer restrictions and were issued under registration exemptions.