Filed Pursuant to Rule 424(b)(5)
Registration No. 333-271324
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 18, 2023)
![](https://www.sec.gov/Archives/edgar/data/1589149/000121390023069644/image_001.jpg)
2,511,166 SHARES OF COMMON STOCK
We are offering to certain
institutional and accredited investors 2,511,166 shares of our common stock, par value $0.001 per share (“common stock”),
at an offering price of $1.27 per share.
In a concurrent private placement,
we are also selling to such investors warrants to purchase up to 5,022,332 shares of our common stock (the “Common Warrants”),
which represent 200% of the number of shares of our common stock being purchased in this offering. Each Common Warrant will be exercisable
for one share of our common stock at an exercise price of $1.02 per share, will be exercisable beginning on the date of issuance and will
have a term of five and one-half years from the date of issuance. The Common Warrants and the shares of our common stock issuable upon
the exercise of the Common Warrants (the “Common Warrant Shares”) are not being registered under the Securities Act of 1933,
as amended (the “Securities Act”) and are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities
Act, and Rule 506(b) promulgated thereunder, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Our common stock is currently
listed on the Nasdaq Capital Market under the symbol “GWAV.” On August 21, 2023, the last reported sales price per share of
our common stock on the Nasdaq Capital Market was $0.9949. There is no established public trading market for the Common Warrants, and we
do not expect a market to develop. In addition, we do not intend to list the Common Warrants on the Nasdaq Capital Market, any other national
securities exchange or any other nationally recognized trading system.
We have retained Dawson James
Securities, Inc. to act as our exclusive placement agent in connection with this offering (the “placement agent”). The placement
agent is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount
of securities, but will assist us in this offering on a reasonable best efforts basis. We have agreed to pay the placement agent the placement
agent fees set forth in the table below, which assumes that we sell all of the securities we are offering. See “Plan of Distribution”
on page S-8 of this prospectus supplement.
As of the date of this prospectus
supplement, the aggregate market value of our outstanding common stock held by non-affiliates was $9,664,187.50, based on 12,390,242 shares
of outstanding common stock, of which 8,785,625 shares are held by non-affiliates, based on a price of $1.10 per share, which was the
last reported sale price of our common stock on Nasdaq Capital Market on August 8, 2023. Pursuant to General Instruction I.B.6 of Form
S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than one-third of our public float
in any 12-month period so long as our public float remains below $75,000,000. As of the date of this prospectus supplement, we have not
offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes
the date of this prospectus supplement.
Our principal executive office
is located at 4016 Raintree Rd., Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.
Investing in our securities
involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors”
on page S-4 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference into
this prospectus supplement.
There is no arrangement for
funds to be received in escrow, trust or similar arrangement.
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Per Share | | |
Total | |
Offering price | |
$ | 1.27 | | |
$ | 3,189,180.92 | |
Placement agent fees (1) | |
$ | 0.099 | | |
$ | 247,799.36 | |
Proceeds, before expenses, to us (2) | |
$ | 1.171 | | |
$ | 2,941,381.56 | |
| (1) | Includes a cash fee of 7.77% of the gross proceeds of this offering.
In addition, we have agreed (i) to issue to the placement agent or its designees warrants (the “Placement Agent Warrants”)
to purchase a number of shares of our common stock equal to 10.0% of the aggregate number of Common Warrants included in this offering,
or 502,233 shares of common stock, at an exercise price equal to 125% of the exercise price of the warrants in the concurrent private
placement, or $1.275 per share, and (ii) to reimburse certain expenses of the placement agent in connection with this offering. |
| (2) | The amount of the offering proceeds to us presented in this
table does not give effect to the sale or exercise, if any, of the Common Warrants being issued in the concurrent private placement. |
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the shares of common stock offered
hereby is expected to take place on or about August 22, 2023, subject to satisfaction of customary closing conditions.
Dawson James Securities, Inc.
Prospectus supplement dated August 21, 2023
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
You should rely only on the information contained in or incorporated
by reference in this prospectus supplement and the accompanying prospectus. We have not, and the placement agent has not, authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the placement agent is not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus
or in any documents incorporated by reference herein or therein is accurate only as of the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date.
This prospectus supplement is not an offer to sell or a solicitation
of an offer to buy securities in any jurisdiction in which such offer or solicitation is illegal.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the
“SEC”) on Form S-3 (File No. 333-271324) utilizing a “shelf” registration process. This document is in two parts.
The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained
in the accompanying prospectus as well as the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus. The second part, the accompanying prospectus, gives more general information about securities we may offer from time to time,
some of which does not apply to this offering. This prospectus supplement and the accompanying prospectus incorporate by reference important
business and financial information about us that is not included in or delivered with this prospectus supplement and the accompanying
prospectus.
You should rely only on the
information we have provided or incorporated by reference in this prospectus supplement or in the accompanying prospectus. If information
in this prospectus supplement is inconsistent with the accompanying prospectus or any document incorporated by reference therein filed
prior to the date of this prospectus supplement, you should rely on this prospectus supplement; provided that if any statement in one
of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated
by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier
statement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained in this prospectus or the applicable prospectus supplement. You must not
rely on any unauthorized information or representation. You should assume that the information in this prospectus supplement and accompanying
prospectus is accurate only as of the dates on the front of the respective document and that any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and
prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus when making your investment decision.
As used in this prospectus,
unless context otherwise requires, the words “we,” “us,” “our,” “the Company,” “Greenwave,”
“Registrant” refer to Greenwave Technology Solutions, Inc. and its subsidiaries. Additionally, any reference to “Empire”
refers to the Company’s wholly owned subsidiary, “Empire Services, Inc.” and the assets used in its operation. Also,
any reference to “common share” or “common stock,” refers to our $0.001 par value common stock.
Unless otherwise stated,
the information which appears on our website www.GWAV.com is not part of this prospectus supplement and is specifically not incorporated
by reference.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information
contained elsewhere in this prospectus supplement, in the accompanying prospectus or in documents incorporated by reference. This summary
does not contain all of the information that you should consider before making an investment decision. This prospectus supplement and
the accompanying prospectus include or incorporate by reference information about this offering, our business and our financial and operating
data. You should carefully read the entire prospectus supplement, the accompanying prospectus, including under the sections titled “Risk
Factors” included therein, and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus,
before making an investment decision.
Our Business
We were formed on April 26, 2013 as a technology
platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to
“Greenwave Technology Solutions, Inc.” On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”),
which operates 13 metal recycling facilities and 1 metal processing facility in Virginia, North Carolina, and Ohio. The acquisition was
deemed effective October 1, 2021 on the effective date of the Certificate of Merger in Virginia.
In December 2022, we began offering hauling services
to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 50 trucks which we own, manage,
and maintain.
Upon the acquisition of Empire, we transitioned
into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles,
boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces
and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap
cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle.
We have designed our systems to maximize the value of metals produced from this process.
We operate an automotive shredder at our Kelford,
North Carolina location and a second automotive shredder at our Carrollton, Virginia is expected to come online in the third quarter of
2023. Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled
ferrous metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process
reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.
The shredded pieces are then placed on a conveyor
belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality
ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate
the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality
prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly
copper and aluminum).
In July 2023, Greenwave commenced operation of a
downstream processing system at its Kelford, NC location, enabling the Company to recover millimeter-minus pieces of metal from the Company’s
automotive shred residue or, “fluff,” as it is known in the industry. Greenwave is on track to generate additional high-margin
revenues of several hundred thousand dollars of revenue per month from the sale of metals recovered by the downstream system. As Greenwave
continues to optimize the operation of its downstream processing system, and brings a copper extraction component online, the Company
could be able to increase its recovery yields.
One of our main corporate priorities is to open
a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas
foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility
with port or rail access could result in an increase in both the revenue and profitability of our existing operations.
Empire is headquartered in Chesapeake, Virginia
and has 144 full-time employees as of August 14, 2023.
Products and Services
Our main product is selling ferrous metal, which
is used in the recycling and production of finished steel. It is categorized into heavy melting steel, plate and structural, and shredded
scrap, with various grades of each of those categorized based on the content, size and consistency of the metal. All of these attributes
affect the metal’s value.
We also process nonferrous metals such as aluminum,
copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, we sell the catalytic converters
recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium.
We provide metal recycling services to a wide range
of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations.
We also provide hauling services to corporate clients,
hauling sand, asphalt, metal and other materials to job sites.
Corporate Information
Our principal executive office is located at 4016 Raintree Rd., Ste
300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020. Our Internet website address is www.GWAV.com. We were incorporated
in the State of Delaware on April 26, 2013.
THE OFFERING
Common stock offered by us |
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2,511,166 shares of our common stock, par value $0.001 per share. |
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Common stock outstanding before this offering
(1)
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12,390,242 |
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Common stock to be outstanding immediately after this offering (1) |
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14,901,408 shares (assuming that we sell the maximum number of shares of common stock offered in this offering and excluding shares issuable upon the exercise of the Common Warrants to be issued in the concurrent private placement and shares issuable upon the exercise of the Placement Agent Warrants issued in connection with this offering). |
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Offering price per share |
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$1.27 per share. |
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Concurrent private placement of Common Warrants |
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In a concurrent private placement, we are selling to the institutional
investors Common Warrants to purchase up to 5,022,332 shares of our common stock, which represent 200% of the number of shares of our
common stock being purchased in this offering. Each Common Warrant will be exercisable for one share of our common stock at an exercise
price of $1.02 per share, will be exercisable beginning on the date of issuance and will have a term of five and one-half years from the
date of issuance. The Common Warrants and Common Warrant Shares are being offered pursuant to the exemptions provided in Section 4(a)(2)
under the Securities Act, and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement
and the accompanying prospectus. |
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Use of proceeds |
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We currently intend to use the net proceeds from this offering for expansion of our metal recycling operations, accretive acquisitions, and general corporate purposes. See “Use of Proceeds.” |
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Risk factors |
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An investment in our company involves a high degree of risk. Please refer to the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before investing our securities. |
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Dividend Policy |
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We have never declared or paid cash or stock dividends on our common
stock and do not anticipate paying any dividends on the shares of our common stock in the foreseeable future. Our current policy is to
retain earnings, if any, for use in our operations and in the development of our business. Any future determination to declare dividends
on common stock will be made at the discretion of our board of directors and will depend on our financial condition, operating results,
capital requirements, general business conditions and other factors that our board of directors may deem relevant. |
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Nasdaq Capital Market Symbol |
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“GWAV”
There is no established public trading market for the Common Warrants,
and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants on the Nasdaq Capital Market, any
other national securities exchange or any other nationally recognized trading system. |
| (1) | The number of shares of common stock to be outstanding after
this offering is based on 12,390,242 shares of our common stock outstanding as of August 21, 2023, which excludes as of such date: |
| ● | 92,166 shares of common stock issuable upon the exercise
of options of which 92,166 have vested at a weighted average exercise price of $148.11 per share as of August 21, 2023; |
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15,043,747 shares of common stock issuable upon the exercise of outstanding warrants (excluding the Common Warrants) of which 15,043,747 are exercisable at a weighted average exercise price of $3.73 per share as of August 21, 2023; |
| ● | 15,000,000 shares of common stock issuable upon the conversion
of outstanding convertible promissory notes, based on a conversion price of $1.50; |
| ● | 5,022,332 shares of common stock issuable upon the exercise
of the Common Warrants to be issued in the concurrent private placement with an exercise price of $1.02 per share; and |
| ● | The exercise of
the Placement Agent Warrants. |
RISK FACTORS
An investment in our company involves a high
degree of risk. Before you make a decision to invest in our securities, you should consider carefully the risks described below, as well
as the risks described in or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risks
and uncertainties discussed under the section titled “Risk Factors” in our most recent Annual Report for the year ended December
31, 2022 and in our Quarterly Reports on Form 10-Q for the three-month period ended March 31, 2023 and the six-month period ended June
30, 2023, any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other documents incorporated by reference
into this prospectus supplement and accompanying prospectus, as updated by our subsequent filings under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
Any of these risks could have a material adverse
effect on our business, prospects, financial condition and results of operations. In any such case, the trading price of our securities
could decline and you could lose all or part of your investment. Additional risks not presently known to us or that we currently deem
immaterial may also adversely affect our business operations.
There may be future sales of our securities
or other dilution of our equity, which may adversely affect the market price of our common stock.
With limited exceptions, we are generally not restricted
from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right
to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are
convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that
such sales could occur.
You will experience
immediate dilution in book value of any shares of common stock you purchase.
Because the price per share
of common stock being offered is substantially higher than our net tangible book value per share of common stock, you will suffer dilution
in the net tangible book value of any shares of common stock you purchase in this offering. After giving effect to the sale by us of an
aggregate of 2,511,166 shares of common stock and the Common Warrants to purchase up to 5,022,332 shares of common stock at an offering
price of $1.27 per share and Common Warrant and assuming no exercise of any Common Warrants, the pro forma as adjusted net tangible book
value of our shares of common stock would have been approximately $(11.3) million, or $(0.82) per share, as of June 30, 2023 (an increase
in net tangible book value of approximately $0.44 per share to our existing shareholders, relative to the pro forma book value per
share). If you purchase shares of common stock in this offering, you will suffer immediate and dilution of approximately $0.15 per share,
after deducting the placement agent fees and estimated offering expenses payable by us. See “Dilution” on page S-9 for a more
detailed discussion of the dilution you will incur in connection with this offering.
A substantial number
of shares of common stock may be sold in this offering, which could cause the price of our common stock to decline.
In this offering we will sell
2,511,166 shares of common stock. In addition, in a concurrent private placement, we are selling unregistered warrants to purchase up
to 5,022,332 shares of common stock at an exercise price of $1.02 per share. This sale and any future sales of a substantial number of
shares of common stock in the public market, or the perception that such sales may occur, could adversely affect the price of the common
stock on Nasdaq. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those
shares of common stock for sale will have on the market price of our common stock.
Our management has significant flexibility
in using the net proceeds of this offering.
We currently intend to use
the net proceeds from this offering for expansion of our metal recycling operations, accretive acquisitions, and general corporate
purposes. Our management will have significant flexibility in applying the net proceeds of this offering. Management’s failure
to use these funds effectively would have an adverse effect on the value of our common stock and could make it more difficult and costly
to raise funds in the future.
We do not intend to
apply for any listing of the Common Warrants on any exchange or nationally recognized trading system, and we do not expect a market to
develop for the unregistered warrants.
We do not intend to apply
for any listing of the Common Warrants on the Nasdaq Capital Market or any other securities exchange or nationally recognized trading
system, and we do not expect a market to develop for the Common Warrants. Without an active market, the liquidity of the Common Warrants
will be limited. Further, the existence of the Common Warrants may act to reduce both the trading volume and the trading price of our
common stock.
Except as otherwise
provided in the Common Warrants, holders of the Common Warrants will have no rights as stockholders of our common stock until such holders
exercise their Common Warrants.
The Common Warrants offered
do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather
merely represent the right to acquire our common stock at a fixed price. Specifically, a holder of a Common Warrant may exercise the right
to acquire common stock at an exercise price of $1.02 per share any time during the five and one-half years following the date of
issuance. Upon exercise of the Common Warrants, the holders thereof will be entitled to exercise the rights of a holder of common stock
only as to matters for which the record date occurs after the exercise date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus
contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “contemplate,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” and variations of these words and similar references to future periods, although not all forward-looking
statements contain these identifying words. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent risks, uncertainties, and changes in circumstances, including but not limited to risk factors incorporated
by reference under “Item 1A. Risk Factors” to Part I of our Annual Report on Form 10-K for the fiscal year ended December
31, 2022 and other factors described elsewhere in this prospectus supplement, the accompanying prospectus or in our current and future
filings with the SEC. As a result, our actual results may differ materially from those expressed or forecasted in the forward-looking
statements, and you should not rely on such forward-looking statements. You should carefully read this prospectus supplement and the accompanying
prospectus, together with the information incorporated by reference herein and therein as described under the sections titled “Where
You Can Find More Information,” completely and with the understanding that our actual future results may be materially different
from what we expect. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if
any of them do, what impact they will have on our results of operations and financial condition. Important factors that could cause our
actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others,
the following:
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our ability to continue as a going concern; |
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our reliance on third party vendors; |
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our dependence on our executive officers; |
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our financial performance guidance; |
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material weaknesses in our internal control over financial reporting; |
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regulatory developments in the United States and foreign countries; |
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the impact of laws, regulations, accounting standards, regulatory requirements, judicial decisions and guidance issued by authoritative bodies; |
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our estimates regarding expenses, future revenue and cash flow, capital requirements and needs for additional financing; |
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our financial performance; |
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the ability to recognize the anticipated benefits of our business combination and/or divestitures; and |
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the effect of COVID-19 on the foregoing. |
Any forward-looking statement
made by us in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus is based only on information currently available to us and speaks only as of the date on which
it is made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future
developments or otherwise. However, you should carefully review the risk factors set forth in other reports or documents we file from
time to time with the SEC.
USE OF PROCEEDS
We expect to receive net proceeds
from this offering of approximately $2.9 million after deducting the placement agent fees and estimated offering expenses payable by us,
excluding the proceeds we may receive from the exercise of the Common Warrants issued in the concurrent private placement.
We currently intend to use
the net proceeds from this offering for expansion of our metal recycling operations, accretive acquisitions, and general corporate
purposes.
However, the amount and timing
of what we actually spend for these purposes may vary and will depend on a number of factors, including our future revenue and cash generated
by operations, if any, and the other factors described in “Risk Factors.” Accordingly, our management will have discretion
and flexibility in applying the net proceeds of this offering.
DIVIDEND POLICY
We have never declared
or paid cash or stock dividends on our common stock and do not anticipate paying any dividends on the shares of our common stock in the
foreseeable future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business.
Any future determination to declare dividends on common stock will be made at the discretion of our board of directors and will depend
on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors
may deem relevant.
DILUTION
If you purchase our common stock in this offering,
your ownership interest will be immediately diluted to the extent of the difference between the price per share you pay and the net tangible
book value per share of our common stock immediately after this offering. Net tangible book value per share is determined by dividing
the number of shares of common stock outstanding as of June 30, 2023 by our total tangible assets less total liabilities.
Our net tangible book value
as of June 30, 2023 was approximately $(14.2) million, or $(1.26) per share, based on 11,250,813 shares of our common stock outstanding
as of that date. After giving effect to the sale of 2,511,166 shares of common stock by us at an offering price of $1.27 per share, for
aggregate gross proceeds of $3.2 million, and after deducting the sales commissions and estimated expenses payable by us, our as adjusted
net tangible book value as of June 30, 2023 would have been approximately $(11.3) million, or $(0.82) per share. This represents an immediate
increase in net tangible book value of $0.44 per share to existing stockholders and an immediate increase in net tangible book value of
$0.15 per share to new investors in this offering, as illustrated by the following table:
Offering price per share | |
$ | 1.27 | |
Net tangible book value per share as of June 30, 2023 | |
$ | (1.26 | ) |
Increase in net tangible book value per share attributable to this offering | |
$ | 0.44 | |
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As adjusted net tangible book value per share as of June 30, 2023 after giving effect to this offering | |
$ | (0.82 | ) |
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Dilution in net tangible book value per share to new investors in this offering | |
$ | 0.15 | |
The number of shares of common stock to be outstanding
after this offering is based on 11,250,813 shares of our common stock outstanding as of June 30, 2023, which excludes as of such date:
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92,166 shares of common stock issuable upon the exercise of options of which 92,166 have vested at a weighted average exercise price of $148.11 per share as of June 30, 2023; |
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9,756,876
shares of common stock issuable upon the exercise of outstanding warrants (excluding the Common Warrants)
of which 9,756,876 are exercisable at a weighted average exercise price of $5.61 per share as of
June 30, 2023; |
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15,000,000 shares of common stock issuable upon the conversion of outstanding convertible promissory notes, based on a conversion price of $1.50; |
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5,022,332 shares of common
stock issuable upon the exercise of the Common Warrants to be issued in the concurrent private placement with an exercise price of
$1.02 per share; and |
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The exercise of the Placement Agent Warrants. |
In addition, we may offer shares of our common stock or other securities
exercisable or convertible into shares of common stock in other offerings due to market conditions or strategic considerations. To the
extent we issue such shares of common stock and/or securities, and such securities are converted or exercised for shares of our common
stock, investors may experience further dilution.
PLAN OF DISTRIBUTION
Pursuant to an amended and
restated engagement letter dated as of August 15, 2023 (the “Engagement Letter”), we have retained Dawson James Securities,
Inc. to act as our exclusive placement agent in connection with this offering. Under the terms of the Engagement Letter, the placement
agent is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount
of securities, but will assist us in this offering on a reasonable best efforts basis. The terms of this offering were subject to market
conditions and negotiations between us, the placement agent and prospective investors. The placement agent will have no authority to bind
us by virtue of the amended and restated engagement letter. We may not sell the entire amount of securities offered pursuant to this prospectus
supplement.
The placement agent proposes
to arrange for the sale of the securities we are offering pursuant to this prospectus supplement and accompanying prospectus to one or
more investors through a securities purchase agreement directly between the purchasers and us. We will only sell to investors who have
entered into the securities purchase agreement.
Delivery of the securities
offered hereby is expected to take place on or about August 22, 2023, subject to satisfaction of certain conditions.
We have agreed to pay the
placement agent a cash fee equal to 7.77% of the gross proceeds received from investors who purchase securities in the offering. In addition,
subject to FINRA Rule 5110(f)(2)(d)(i), we have also agreed to reimburse the placement agent at closing up to a maximum aggregate amount
of $50,000 for expenses in connection with this offering.
In addition, we have agreed
to issue to the placement agent Placement Agent Warrants to purchase up to 502,233 shares of common stock (which represents 10.0% of the
aggregate number of warrants issued in the concurrent private placement) with an exercise price of $1.275 per share (representing 125%
of the exercise price of the warrants in the concurrent private placement) exercisable commencing on the closing of this offering for
five years from the date of the commencement of sales in this offering. Pursuant to FINRA Rule 5110(e), the Placement Agent Warrants and
any shares issued upon exercise of the Placement Agent Warrants shall not be sold, transferred, assigned, pledged or hypothecated, or
be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of the securities by any person for a period of 180 days from the date of commencement of sales in this offering, except for the transfer
of any security as permitted by FINRA Rule 5110(e)(2).
The placement agent may be
deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit
realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act
and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the
Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placement agent acting as principal.
Under these rules and regulations, the placement agent:
| ● | may not engage in any stabilization activity in connection
with our securities; and |
| ● | may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation
in the distribution. |
Indemnification
We have agreed to indemnify
the placement agent and certain other persons against certain liabilities under the Securities Act relating to or arising out of the placement
agent’s activities under the Engagement Letter. We have also agreed to contribute to payments the placement agent may be required
to make in respect of such liabilities.
Electronic Distribution
This prospectus supplement
and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by
the placement agent, or by an affiliate. Other than this prospectus supplement and the accompanying prospectus in electronic format, the
information on the placement agent’s websites and any information contained in any other website maintained by the placement agent
is not part of this prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus supplement
and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied
upon by investors.
Other
From time to time, the placement
agent and its respective affiliates may in the future provide various investment banking, financial advisory and other services to us
and our affiliates for which services they may receive customary fees. In the course of their businesses, the placement agent and its
respective affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly,
the placement agent and its respective affiliates may at any time hold long or short positions in such securities or loans. Except for
services provided in connection with this offering and a private placement closed on August 1, 2023, and disclosed in the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 3, 2023, the placement agent has not provided
any investment banking or other financial services during the 180-day period preceding the date of this prospectus supplement and we do
not expect to retain the placement agent to perform any investment banking or other financial services for at least 90 days after the
date of this prospectus supplement.
The foregoing does not purport
to be a complete statement of the terms and conditions of the Engagement Letter and securities purchase agreement. A copy of the form
of securities purchase agreement with the investors will be included as exhibits to our Current Report on Form 8-K that will be filed
with the SEC and incorporated by reference into the registration statement of which this prospectus supplement forms a part.
The transfer agent and registrar
for our common stock is Equity Stock Transfer, Inc. The transfer agent and registrar’s address is 237 W 37th St #602, New York,
NY 10018, phone number (212) 575-5757.
DESCRIPTION OF THE SECURITIES WE ARE OFFERING
We are offering 2,511,166
shares of common stock at an offering price of $1.27 per share. The material terms and provisions of our common stock and each other class
of our securities that qualifies or limits our Common Stock are described under the caption “Description of Capital Stock”
starting on page 6 of the accompanying prospectus.
CONCURRENT PRIVATE
PLACEMENT OF COMMON WARRANTS
In a concurrent private placement,
we are selling to each institutional investor in this offering Common Warrants to purchase one share of common stock for each share of
common stock purchased in this offering by each such investor. The aggregate number of Common Warrant Shares exercisable pursuant to the
Common Warrants is 5,022,332.
The Common Warrants and the
Common Warrant Shares are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act and Rule 506(b)
promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. There is
no established public trading market for the Common Warrants and we do not expect a market to develop. In addition, we do not intend to
list the Common Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading
system. All purchasers are required to be “accredited investors” as such term is defined in Rule 501(a) under the Securities
Act.
Exercise Price. The
Common Warrants will be exercisable at an exercise price of $1.02 per share. The exercise price and number of Common Warrant Shares issuable
upon the exercise of the Common Warrants will be subject to anti-dilution adjustments and adjustment in the event of any stock dividend
and split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants.
Exercisability. Each
Common Warrant shall be exercisable beginning on the date of issuance and have a term of exercise equal to five and one-half years from
the date of issuance. A holder of Common Warrants will have the right to exercise the Common Warrants on a “cashless” basis
in certain circumstances as described in the Common Warrants, including, among others, if at any time after the closing date of this offering
there is no effective registration statement registering the resale of the Common Warrant Shares.
Exercise Limitations. Subject
to limited exceptions, a holder of Common Warrants will not have the right to exercise any portion of its Common Warrants if the holder,
together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately
after giving effect to such exercise, provided that the holder may increase or decrease the beneficial ownership limitation up to 9.99%.
Any increase in the beneficial ownership limitation shall not be effective until 61 days following notice of such change to the Company.
Fundamental Transaction.
In certain circumstances, upon a fundamental transaction, the holder will have the right to require us to repurchase its Common Warrants
at the Black Scholes (as defined in the Common Warrant) value; provided, however, that if the fundamental transaction is not within the
Company’s control, including not approved by the Company’s Board of Directors, the holder shall only be entitled to receive
from the Company the Black Scholes value of the unexercised portion of its Common Warrant.
Transferability. Subject
to applicable laws, the Common Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing. There
is no established public trading market for the Common Warrants, and we do not expect a market to develop. In addition, we do not intend
to list the Common Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading
system.
Rights as a Stockholder.
Except as otherwise provided in the Common Warrants or by virtue of such holder’s ownership of our common shares, the holder
of a Common Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder
exercises the Common Warrant.
Registration Rights. We
have agreed to file a registration statement covering of the resale of the Common Warrant Shares within 45 days of the date of the securities
purchase agreement entered into between the purchasers and us. We must use commercially reasonable efforts to cause such registration
statement to become effective within 120 days following the closing date of the offering and to keep such registration statement effective
at all times until the purchasers no longer own any Common Warrants and Common Warrant Shares.
LEGAL MATTERS
The validity of the issuance
of the securities offered hereby will be passed upon for us by Pryor Cashman LLP, New York, New York. Haynes and Boone, LLP, New York,
New York is acting as counsel for the placement agent in connection with this offering.
EXPERTS
Our consolidated balance sheets
as of December 31, 2022 and 2021 and the related consolidated statement of operations, stockholders’ equity and cash flows for the
years ended December 31, 2022 and 2021 incorporated by reference in this prospectus have been audited by RBSM LLP, independent registered
public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such
firm given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the securities being offered hereby. This prospectus supplement
and the accompanying prospectus, which constitute a part of the registration statement, do not contain all of the information set forth
in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered
hereby, we refer you to the registration statement and the exhibits filed thereto. Statements contained in this prospectus supplement
and the accompanying prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration
statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract
or other document filed as an exhibit to the registration statement.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC, including us. The SEC’s
Internet site can be found at http://www.sec.gov. In addition, we make available on or through our Internet site copies of these
reports as soon as reasonably practicable after we electronically file or furnished them to the SEC. Our Internet site can be found at
www.GWAV.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and
is not part of, this prospectus. Because our common stock is listed on the NASDAQ Capital Market, you may also inspect reports, proxy
statements and other information at the offices of the NASDAQ Capital Market.
INFORMATION INCORPORATED BY REFERENCE
We are incorporating by reference
into this prospectus supplement and the accompanying prospectus certain information that we file with the SEC, which means that we are
disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be
part of this prospectus supplement and the accompanying prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus supplement and the accompanying prospectus. This means that you must look at all of the SEC
filings that we incorporate by reference to determine if any statements in this prospectus supplement, the accompanying prospectus or
any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference
the documents set forth below that we have previously filed with the SEC:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023 as amended on Form 10-K/A on April 13, 2023; |
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our Quarterly Report on Form
10-Q for the three months ended March 31, 2023, filed with the SEC on May 15, 2023, and our Quarterly Report on Form
10-Q for the six months ended June 30, 2023, filed with the SEC on August 14, 2023; |
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our Current Reports on Form 8-K filed with the SEC on May 3, 2023, May 22, 2023, July 18, 2023, August 3, 2023, August 10, 2023, and August 21, 2023 (other than information “furnished” under Items 2.02 or 7.01, or corresponding information furnished under Item 9.01 or included as an exhibit); and |
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the description of our common stock contained in the registration statement on Form 8-A, dated July 21, 2022, File No. 001-41452, and any other amendment or report filed for the purpose of updating such description. |
Any information in any of
the foregoing documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement
or accompanying prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies
or replaces such information.
We also incorporate by reference
all documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement and until we file a post-effective amendment that indicates the termination of the offering of the securities made by this
prospectus supplement and accompanying prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K (except, in any such case, the portions furnished and not filed pursuant to Item
2.02, Item 7.01 or otherwise), as well as any proxy statements.
We will provide to each person,
including any beneficial owner, to whom a prospectus supplement and accompanying prospectus are delivered, without charge upon written
or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement or accompanying
prospectus but not delivered with the prospectus supplement and accompanying prospectus, including exhibits which are specifically incorporated
by reference into such documents. You may request a copy of these filings at no cost, by writing to or telephoning us at the following
address:
Greenwave Technology Solutions, Inc.
4016 Raintree Rd., Ste 300
Chesapeake, VA 23321
800-490-5020
Attention: Chief Financial Officer
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth
an estimate of the fees and expenses relating to the issuance and distribution of the securities being provided for in this prospectus
supplement hereby, other than any placement agent fees and expenses, all of which shall be borne by the Registrant. All of such fees and
expenses, are estimated:
Transfer agent and registrar fees and expenses | |
$ | 0.00 | |
Legal fees and expenses | |
$ | 60,000.00 | |
Printing fees and expenses | |
$ | 0.00 | |
Accounting fees and expenses | |
$ | 10,000.00 | |
Miscellaneous fees and expenses | |
$ | 5,000.00 | |
Total | |
$ | 75,000.00 | |
PROSPECTUS
![](https://www.sec.gov/Archives/edgar/data/1589149/000121390023069644/image_001.jpg)
Greenwave Technology Solutions, Inc.
$100,000,000
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
RIGHTS
WARRANTS
UNITS
From time to time, we may offer and sell up to
an aggregate amount of $100,000,000 of any combination of the securities described in this prospectus, either individually or in combination,
in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise
of any securities registered hereunder, including any applicable antidilution provisions.
We will provide the specific terms of these offerings
and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided
to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or
change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and
any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered.
Our common stock is listed on the Nasdaq Capital
Market under the trading symbol “GWAV.” On April 17, 2023, the last reported sale price of our common stock was $0.95c per
share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Capital
Market or other securities exchange of the securities covered by the applicable prospectus supplement.
The aggregate market value of our outstanding
common stock held by non-affiliates is $8,252,393.50 based on 11,250,813 shares of outstanding common stock, of which 2,564,083 are held
by affiliates, and a per share price of $0.95 based on the closing sale price of our common stock on April 17, 2023. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than
one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities
pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this
prospectus.
The securities may be sold directly by us to investors,
through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If
any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names
of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus
supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth
in a prospectus supplement.
Our principal executive office is located at 4016
Raintree Rd., Ste 300, Chesapeake, VA 23321, and our telephone number is (757) 966-1432.
Investing in our securities involves a
high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
on page 3 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing
prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are
incorporated by reference into this prospectus.
This prospectus may not be used to consummate
a sale of securities unless accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus is dated April 18, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under
this shelf registration process, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings,
up to a total dollar amount of $100,000,000 of any combination of the securities described in this prospectus.
This prospectus provides you
with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a prospectus
supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing
prospectuses to be provided to you that may contain material information relating to these offerings. In each prospectus supplement, we
will include the following information:
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the public offering price; |
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any compensation of those underwriters, agents or dealers; |
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The prospectus supplement and any related free
writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this
prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus,
any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering,
together with the information incorporated herein by reference as described under the headings “Where You Can Find More Information”
and “Information Incorporated by Reference,” before buying any of the securities being offered.
This prospectus may not be used to consummate
a sale of securities unless it is accompanied by a prospectus supplement.
You should rely only on the information contained
in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained
in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide
you with different or additional information. You must not rely upon any information or representation not contained or incorporated by
reference in this prospectus, the accompanying prospectus supplement or in any related free writing prospectus that we may authorize to
be provided to you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so.
The information appearing in this prospectus,
any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document
and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or
any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains and incorporates by reference
market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information.
Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have
not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented
in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject
to change based on various factors, including those discussed under the heading “Risk Factors” contained in the applicable
prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated
by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a
part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
As used in this prospectus, unless context otherwise
requires, the words “we,” “us,” “our,” “the Company,” “Greenwave,” “Registrant”
refer to Greenwave Technology Solutions, Inc. and its subsidiaries. Additionally, any reference to (i) “Empire” refers to
the Company’s wholly owned subsidiary, “Empire Services, Inc.” and the assets used in its operation. Also, any reference
to “common share” or “common stock,” refers to our $0.001 par value common stock.
Unless otherwise stated, the information which
appears on our web site www.greenwavetechnologysolutions.com is not part of this report and is specifically not incorporated by
reference.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described under
the heading “Risk Factors” contained in the applicable prospectus supplement, and described under the section titled “Risk
Factors” contained in our most recent annual report on Form 10-K, as well as any subsequent filings with the SEC, which are incorporated
by reference into this prospectus, together with other information in this prospectus and the documents incorporated by reference. The
risks described in these documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may impair our business operations. Past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually
occurs, our business, financial condition, results of operations or cash flow could be materially adversely affected. This could cause
the trading price of our securities to decline, resulting in a loss of all or part of your investment. For more information, see “Where
You Can Find More Information.” Please also carefully read the section titled “Special Note Regarding Forward-Looking Statements.”
Risks Related to Our Securities and the Offering
Future sales or other dilution of our equity
could depress the market price of our common stock.
Sales of our common stock, preferred stock, warrants,
rights or convertible debt securities, or any combination of the foregoing, in the public market, or the perception that such sales could
occur, could negatively impact the price of our common stock.
In addition, the issuance of additional shares
of our common stock, securities convertible into or exercisable for our common stock, other equity-linked securities, including preferred
stock, warrants or rights or any combination of these securities pursuant to this prospectus will dilute the ownership interest of our
common shareholders and could depress the market price of our common stock and impair our ability to raise capital through the sale of
additional equity securities.
We may need to seek additional capital. If this
additional financing is obtained through the issuance of equity securities, debt securities convertible into equity or options, warrants
or rights to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion
or exercise of such securities.
Our management will have broad discretion
over the use of the proceeds we receive from the sale our securities pursuant to this prospectus and might not apply the proceeds in ways
that increase the value of your investment.
Our management will have broad discretion to use
the net proceeds from any offerings under this prospectus, and you will be relying on the judgment of our management regarding the application
of these proceeds. Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to
be provided to you, the net proceeds received by us from our sale of the securities described in this prospectus will be added to our
general funds and will be used for general corporate purposes. Our management might not apply the net proceeds from offerings of our securities
in ways that increase the value of your investment and might not be able to yield a significant return, if any, on any investment of such
net proceeds. You may not have the opportunity to influence our decisions on how to use such proceeds.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, including
the documents incorporated by reference in this prospectus, may constitute “forward-looking statements” for purposes of the
federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this prospectus may include, for example, statements about:
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our reliance on third party vendors; |
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our dependence on our executive officers; |
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the effect of COVID-19 on the foregoing. |
The forward-looking statements contained or incorporated
by reference in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described in the section titled “Risk Factors” and elsewhere in this prospectus,
our most recent Annual Report on Form 10-K, as well as any subsequent filings with the SEC. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the ongoing COVID-19 pandemic and
there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks.
We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
OUR BUSINESS
We were formed in April 26, 2013 as a technology
platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to
“Greenwave Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration equal
to $10,000 and discontinued all operations related to the Company’s social media business. On September 30, 2021, we closed our
acquisition of Empire Services, Inc. (“Empire”), which operates 14 metal recycling facilities in Virginia, North Carolina
and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.
Upon the acquisition of Empire, we transitioned
into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles,
boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces
and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap
cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle.
We have designed our systems to maximize the value of metals produced from this process.
We operate an automotive shredder at our Kelford,
North Carolina location and a second automotive shredder at our Carrollton, Virginia location is expected to come online in the second
quarter of 2023. Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined
recycled ferrous metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this
process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.
The shredded pieces are then placed on a conveyor
belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality
ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate
the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality
prior to being sold as products, such as zorba (mainly aluminum) and shredded insulated wire (mainly copper and aluminum).
One of our main corporate priorities is to open
a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas
foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility
with port or rail access could result in an increase in both the revenue and profitability of our existing operations.
Empire is headquartered in Suffolk, Virginia and
employs 143 people as of March 21, 2023.
COVID-19
We are continuing to
proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently uncertain. The COVID-19
pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact with suppliers and customers).
We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by government authorities
or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate safety
measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration. The extent of
the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments.
Products and Services
Our main product is selling ferrous metal, which
is used in the recycling and production of finished steel. It is categorized into heavy melting steel, plate and structural, and shredded
scrap, with various grades of each of those categorized based on the content, size and consistency of the metal. All of these attributes
affect the metal’s value.
We also process nonferrous metals such as aluminum,
copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, we sell the catalytic converters
recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium.
We provide metal recycling services to a wide
range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations.
Pricing and Customers
Prices for our ferrous and nonferrous products
are based on prevailing market rates and are subject to market cycles, worldwide steel demand, government regulations and policy, and
supply of products that can be processed into recycled steel. Our main buyers adjust the prices they pay for scrap metal products based
on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal we deliver to customers within 14 days
of delivery.
Based on any price changes from our customers
or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order to manage the impact on our operating
income and cashflows.
The spread we are able to realize between the
sales prices and the cost of purchasing scrap metal is determined by a number of factors, including transportation and processing costs.
Historically, we have experienced sustained periods of stable or rising metal selling prices, which allow us to manage or increase our
operating income. When selling prices decline, we adjust the prices we pay customers to minimize the impact to our operating income.
Sources of Unprocessed Metal
Our main sources of unprocessed metal we purchase
are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations.
We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers,
and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location.
Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets. In the first quarter
of 2023, we expanded our operations by opening a metal recycling facility in Cleveland, Ohio.
Our supply of scrap metal is influenced by the
overall health of economic activity in the United States, changes in prices for recycled metal, and, to a lesser extent, seasonal factors
such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
USE OF PROCEEDS
Except as described in any applicable prospectus
supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for working capital and other general
corporate purposes. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, our management
will retain broad discretion over the allocation of net proceeds. We will set forth in the applicable prospectus supplement our intended
use for the net proceeds received from the sale of any securities. Pending the use of the net proceeds, we may temporarily invest the
net proceeds in a variety of capital preservation instruments, including investment grade instruments, certificates of deposit or direct
or guaranteed obligations of the U.S. government, or may hold such proceeds as cash, until they are used for their stated purpose.
DESCRIPTION OF CAPITAL STOCK
The following summary of certain provisions of
our securities does not purport to be complete and is subject to our certificate of incorporation and bylaws and the provisions of applicable
law. Copies of our amended and restated certificate of incorporation and bylaws are filed as exhibits to the registration statement of
which this prospectus is a part.
Common Stock
Authorized Capitalization
General
The total amount of our authorized share capital
consists of 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001
per share.
Common Stock Rights
Voting rights.
Except as required by law or matters relating solely to the terms of preferred stock, each outstanding share of common stock will be entitled
to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock shall have no cumulative voting
rights. Except in respect of matters relating to the election and removal of directors on our board of directors and as otherwise provided
in our Second Amended and Restated Certificate of Incorporation or required by law, all matters to be voted on by our stockholders must
be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the
case of election of directors, all matters to be voted on by our stockholders must be approved by a plurality of the voting power of the
shares present in person or by proxy at the meeting and entitled to vote thereon.
Dividend rights.
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Rights upon liquidation.
In the event of the liquidation, dissolution or winding up of our company, holders of our common stock are entitled to share ratably in
the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the
satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.
Other rights.
No holder of shares of common stock is entitled to preemptive or subscription rights contained in our certificate of incorporation or
bylaws. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders
of the common stock will be subject to those of the holders of any shares of preferred stock with preferential rights that we may issue
in the future.
Anti-takeover effects of provisions of our
certificate of incorporation and bylaws and Delaware law
Certificate of Incorporation and Bylaws
Provisions of our Second Amended and Restated
Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in our control or
change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions
that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price
of our common stock. Among other things, our Second Amended and Restated Certificate of Incorporation and Bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate |
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provide that the authorized number of directors may be changed only by resolution adopted by the board of directors; |
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; |
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); |
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provide that special meetings of our stockholders may be called only by the board of directors or by holders of more than ten percent (10%) of all shares entitled to vote at the meeting; |
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provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims, including derivative actions, brought by a stockholder (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which the Delaware General Corporation Law, of the DGCL, confers jurisdiction upon the Court of Chancery of the State of Delaware; and |
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provide the ability to our board of directors to authorize and designated undesignated preferred stock and issue such preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company. |
Delaware Anti-Takeover Law
We are subject to Section 203 of the DGCL, or
Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested
stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines a business combination to
include:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; |
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity
or person affiliated with or controlling or controlled by the entity or person.
Limitations on Liability and Indemnification
of Officers and Directors
Our Second Amended and Restated Certificate of
Incorporation limits the liability of our directors to the fullest extent permitted by the DGCL, and our Bylaws provide that we will indemnify
them to the fullest extent permitted by such law. We have entered and expect to continue to enter into agreements to indemnify our directors,
executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, we
are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if
the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of us or
any of its subsidiaries or was serving at our request in an official capacity for another entity. We must indemnify our officers and directors
against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations
paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing
to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil,
criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement.
The indemnification agreements also require us, if so requested, to advance within 10 days of such request all reasonable fees, expenses,
charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately
determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may
reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Exclusive Jurisdiction of Certain Actions
Our Second Amended and Restated Certificate of
Incorporation requires, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum,
that actions, including derivative actions brought in our name, by stockholders (i) that are based upon a violation of a duty by a current
or former director or officer or stockholder in such capacity and (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery
of the State of Delaware, may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the
stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel; provided, however,
that the foregoing provisions will not apply to any claims arising under the Exchange Act or the Securities Act. Although we believe this
provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
the provision may have the effect of discouraging lawsuits against our directors and officers.
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock and outstanding Common Stock and Series Z Preferred Stock is Equity Stock Transfer, Inc. The transfer agent and registrar’s
address is 237 W 37th St #602, New York, NY 10018, phone number (212) 575-5757. The transfer agent for any series of preferred stock that
we may offer under this prospectus will be named and described in the prospectus supplement related to that series.
Listing on the Nasdaq Capital Market
Our common stock is listed on the Nasdaq Capital
Market under the symbol “GWAV”. The applicable prospectus supplement will contain information, where applicable, as to any
other listing, if any, on the Nasdaq Capital Market or any securities market or other exchange of the preferred stock covered by such
prospectus supplement.
Preferred Stock
General Description
Under the terms of our Second Amended and Restated
Certificate of Incorporation, our board of directors have the authority, without further action by our stockholders, to issue up to 10,000,000
shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series,
to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions
thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.
The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Our board of directors may authorize the issuance
of Preferred Stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our
common stock. The purpose of authorizing our board of directors to issue Preferred Stock and determine its rights and preferences is to
eliminate delays associated with a stockholder vote on specific issuances. The issuance of Preferred Stock, while providing flexibility
in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring
or preventing a change in control of us and may adversely affect the market price of our common stock and the voting and other rights
of the holders of our common stock. It is not possible to state the actual effect of the issuance of any shares of Preferred Stock on
the rights of holders of Common Stock until the board of directors determines the specific rights attached to that Preferred Stock.
Series Z Preferred Stock
Pursuant to our Certificate of Designation of
Preferences, Rights and Limitations of Series Z Preferred Stock, or the Certificate of Designation, we designated 500 shares of our authorized
and unissued preferred stock as Series Z Preferred Stock, and established the rights, preferences and privileges of the Series Z Preferred
Stock, which are summarized below.
Voting rights.
Except as otherwise provided herein or as otherwise required by the DGCL, the Series Z Preferred Stock shall have no voting rights.
However, as long as any shares of Series Z Preferred Stock are outstanding, the Company will not, without the affirmative vote of the
holders of a majority of the then outstanding shares of the Series Z Preferred Stock, (a) alter or change adversely the powers, preferences
or rights given to the Series Z Preferred Stock under the Certificate of Designation, (b) amend our certificate of incorporation or other
organizational documents, including this Certificate of Designation, in any manner that adversely affects any rights of the holders in
a way that is material and disproportionate to other shareholders of the Company, (c) increase the number of authorized shares of Series
Z Preferred Stock (other than as a result of a pro rata stock split or similar corporate action), or (d) enter into any agreement with
respect to any of the foregoing, the effectiveness of which is not conditioned on obtaining such vote.
Dividends. Subject
to a determination by the board of directors that a distribution is not prohibited pursuant to applicable provisions of the DGCL (including
Section 170 thereof) or other applicable law (including any law requiring the affirmative vote of all or any portion of the company’s
shareholders to effectuate any such dividend, in which event such dividend shall be conditioned upon obtaining such vote, but there will
be no requirement for the Company to seek or solicit such shareholder votes), holders shall be entitled to receive from time to time and
without interest, and the company shall pay, the holders, pro-rata, the net proceeds from the sale of certain assets held by the company.
Cancelation.
Upon the payment of all dividends paid with respect to the sale of the assets, and subject to any limitations imposed by the DGCL, each
share of Series Z Preferred Stock shall, automatically and without any action on the part of the holder thereof, cease to be outstanding
and shall be cancelled and returned to the status of authorized but unissued shares of preferred stock and shall no longer be designated
as Series Z Preferred Stock, and any holder thereof shall thereafter cease to have any rights with respect to such shares.
Rights upon liquidation.
In the event of a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or a fundamental transaction
(as defined in the Certificate of Designation), in each case occurring prior to the cancellation of the Series Z Preferred Stock, then,
in the case of a liquidation, after the payment or adequate provision for the payment of the Company’s liabilities and obligations,
the holders shall be entitled to receive an amount equal to any accrued and unpaid dividends then owed under the Certificate of Designation
provided however that in the event such amount would result in a net per share dividend of less than $0.01, such amount of will revert
to the Company and no additional dividend payments will be paid.
Description of Debt Securities
We may issue debt securities from time to time,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under
a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture,
we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under the indenture
that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939,
as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this
prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered
will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports
that we file with the SEC.
The following summary of material provisions of
the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the
terms of the debt securities.
General
The indenture does not limit the amount of debt
securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be
in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially
all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to
give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under
the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities; |
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any limit upon the aggregate principal amount that may be issued; |
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the maturity date or dates; |
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the form of the debt securities of the series; |
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the applicability of any guarantees; |
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination |
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined; |
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; |
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our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; |
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; |
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the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities, and the depositary for such global security or securities; |
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; |
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; |
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; |
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made; |
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes; |
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any restrictions on transfer, sale or assignment of the debt securities of the series; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities.
We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability
to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety.
However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture
or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose; |
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any; |
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and |
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if specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of
and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action
on the part of the trustee or any holder.
The holders of a majority in principal amount
of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its
consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured
the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and |
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A holder of the debt securities of any series
will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only
if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series; |
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, |
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and |
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. |
These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the
trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
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to comply with the provisions described above under “Description Debt Securities–Consolidation, Merger or Sale;” |
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; |
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; |
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities–General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities; |
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or |
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. |
In addition, under the indenture, the rights of
holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority
in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series; |
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or |
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that we can elect to be
discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations
to:
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provide for payment; |
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register the transfer or exchange of debt securities of the series; |
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replace stolen, lost or mutilated debt securities of the series; |
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pay principal of and premium and interest on any debt securities of the series; |
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maintain paying agencies; |
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hold monies for payment in trust; |
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recover excess money held by the trustee; |
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compensate and indemnify the trustee; and |
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appoint any successor trustee. |
In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series
only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations
of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another
depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities
of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth
in the applicable prospectus supplement.
At the option of the holder, subject to the terms
of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the
limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed
if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated
by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of any
series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the
applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any
of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose
name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for
the interest.
We will pay principal of and any premium and interest
on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to
certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of
the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after
such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may
look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be
governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture
Act of 1939 is applicable.
Description of Rights
This section describes the general terms of the
rights to purchase common stock or other securities that we may offer to stockholders using this prospectus. Further terms of the rights
will be stated in the applicable prospectus supplement (or applicable free writing prospectus). The complete terms of the rights will
be contained in the rights agreements we enter into with rights agents. These documents will be included or incorporated by reference
as exhibits to the registration statement of which this prospectus is a part. You should read the rights agreements and any related documents.
You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information
below. The following description and any description of the rights in a prospectus supplement (or applicable free writing prospectus)
may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the rights.
Rights may be issued independently or together
with any other security and may or may not be transferable. As part of any rights offering, we may enter into a standby underwriting or
other arrangement under which the underwriters or any other person would purchase any securities that are not purchased in such rights
offering. If we issue rights, each series of rights will be issued under a separate rights agreement to be entered into between us and
a bank or trust company, as rights agent, that will be named in the applicable prospectus supplement. Further terms of the rights will
be stated in the applicable prospectus supplement. The rights agent will act solely as our agent and will not assume any obligation to
any holders of rights certificates or beneficial owners of rights. The rights agreements and rights certificates will be filed with the
SEC as an exhibit to the registration statement of which this prospectus is a part or as an exhibit to a filing incorporated by reference
in the registration statement. See “Where You Can Find Additional Information” for information on how to obtain copies of
the rights agreements and rights certificates.
The prospectus supplement relating to any rights
we offer will describe the specific terms of the offering and the rights, including the record date for stockholders entitled to the rights
distribution, the number of rights issued and the number of shares of common stock that may be purchased upon exercise of the rights,
the exercise price of the rights, the date on which the rights will become effective and the date on which the rights will expire, and
any applicable U.S. federal income tax considerations.
In general, a right entitles the holder to purchase
for cash a specific number of shares of common stock or other securities at a specified exercise price. The rights are normally issued
to stockholders as of a specific record date, may be exercised only for a limited period of time and become void following the expiration
of such period. If we determine to issue rights, we will accompany this prospectus with a prospectus supplement that will describe, among
other things:
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the record date for stockholders entitled to receive the rights; |
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the number of shares of common stock or other securities that may be purchased upon exercise of each right; |
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the exercise price of the rights; |
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the terms for changes to or adjustments in the exercise price, if any; |
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whether the rights are transferable; |
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the period during which the rights may be exercised and when they will expire; |
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the steps required to exercise the rights; |
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whether the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments; |
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whether we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement; |
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our ability to withdraw or terminate the rights offering; |
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any material United States federal income tax consequences; and |
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other material terms, including terms relating to transferability, exchange, exercise or amendment of the rights. |
If fewer than all of the rights issued in any
rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents,
underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable
prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
Description of Warrants
The following description, together with the additional
information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that
we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will
apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus
supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference as an exhibit to the registration statement, which includes this prospectus.
General
We may issue warrants for the purchase of common
stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock,
preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities.
We plan to evidence each series of warrants by
warrant certificates that we will issue under a separate warrant agreement. We will enter into the warrant agreement with a warrant agent.
We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of
warrants.
We will describe in the applicable prospectus
supplement the terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered; |
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the currency for which the warrants may be purchased; |
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
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if applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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the number of shares of common stock, shares of preferred stock and/or debt securities purchasable upon the exercise of one warrant and the price at which these securities may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the periods during which, and places at which, the warrants are exercisable; |
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the manner of exercise; |
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the dates on which the right to exercise the warrants will commence and expire; |
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the manner in which the warrant agreement and warrants may be modified; |
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if applicable, a discussion of certain material U.S. federal income tax considerations of holding or exercising the warrants; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Description of Units
We may issue units comprised of one or more of
the other securities described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued so that
the holder of the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit
agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately,
at any time or at any time before a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus supplement relating
to units offered under this prospectus will describe the following terms, where applicable, of such units:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any unit agreement under which the units will be issued; |
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether the units will be issued in fully registered or global form. |
PLAN OF DISTRIBUTION
We may sell the securities covered hereby from
time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination
of these methods. A distribution of these securities offered by this prospectus may also be effected through the issuance of derivative
securities, including without limitation, warrants. We may sell the securities to or through underwriters or dealers, through agents,
or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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to or through underwriters; |
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to or through broker-dealers (acting as agent or principal); |
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in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise; |
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directly to purchasers, through a specific bidding or auction process or otherwise; or |
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through a combination of any such methods of sale. |
Agents, underwriters or broker-dealers
may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions
to be received from us, from the selling stockholder, from the purchasers of the securities or from both us and/or the selling stockholder
and the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed
to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received by them on sale
of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated under the Securities
Act.
Each time securities are
offered by this prospectus, the prospectus supplement, if required, will set forth:
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the name of the selling stockholder and its relationship to us; |
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the name of any underwriter, dealer or agent involved in the offer and sale of the securities; |
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the terms of the offering; |
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any discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents; |
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any over-allotment option under which any underwriters may purchase additional securities from us; and |
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any initial public offering price. |
The securities may be sold
at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more transactions, by
means of one or more of the following transactions, which may include cross or block trades:
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transactions on the NASDAQ Capital Market or any other organized market where the securities may be traded; |
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in the over-the-counter market; |
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in negotiated transactions; |
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under delayed delivery contracts or other contractual commitments; or |
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a combination of such methods of sale. |
If underwriters are used
in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions.
Our securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting
agreement will be executed with the underwriter or underwriters at the time an agreement for the sale is reached. This prospectus and
the prospectus supplement will be used by the underwriters to resell the shares of our securities.
If 5% or more of the net
proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating in the offering
or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
To comply with the securities
laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold in those states only through
registered or licensed brokers or dealers.
Agents, underwriters and
dealers may be entitled to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act,
or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe
the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their respective affiliates,
may be customers of, engage in transactions with or perform services for us in the ordinary course of business. We will describe in the
prospectus supplement naming the underwriter the nature of any such relationship.
Certain persons participating
in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. We make no representation or prediction as to the direction or magnitude of any effect that such
transactions may have on the price of the securities. For a description of these activities, see the information under the heading “Underwriting”
in the applicable prospectus supplement.
LEGAL MATTERS
The validity of the issuance of the securities
offered hereby will be passed upon for us by Pryor Cashman LLP, New York, New York.
EXPERTS
Our consolidated balance sheets as of December
31, 2022 and 2021 and the related consolidated statement of operations, stockholders’ equity and cash flows for the years ended
December 31, 2022 and 2021 incorporated by reference in this prospectus have been audited by RBSM LLP, independent registered public accounting
firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement
on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth in the registration statement.
Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete
and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated
by reference into this prospectus for a copy of such contract, agreement or other document. Neither we nor any agent, underwriter or dealer
has authorized any person to provide you with information that is different from that contained in this prospectus nor in any free writing
prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date
on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this
prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC, including Greenwave. The address of the SEC website is
www.sec.gov. We maintain a website at www.greenwavetechnologysolutions.com. Information contained in or accessible through our website
does not constitute a part of this prospectus. Because our common stock is listed on the NASDAQ Capital Market, you may also inspect reports,
proxy statements and other information at the offices of the NASDAQ Capital Market.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document filed
separately with the SEC. The documents incorporated by reference into this prospectus contain important information that you should read
about us.
The following documents are incorporated by reference
into this document:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023 as amended on Form 10-K/A on April 13, 2023; and |
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the description of our common stock contained in the registration statement on Form 8-A, dated July 21, 2022, File No. 001-41452, and any other amendment or report filed for the purpose of updating such description. |
All filings filed by us pursuant to the Exchange
Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of
the registration statement shall be deemed to be incorporated by reference into this prospectus.
We also incorporate by reference any future filings
(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such
items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part
and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of
the offering of the securities made by this prospectus and will become a part of this prospectus from the date that such documents are
filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document
modify or replace such earlier statements.
We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents
that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically
incorporated by reference into such documents. You should direct any requests for documents to:
Greenwave Technology Solutions, Inc.
4016 Raintree Rd., Ste 300
Chesapeake, VA 23321
757-966-1432
Attention: Chief Financial Officer
![](https://www.sec.gov/Archives/edgar/data/1589149/000121390023069644/image_001.jpg)
2,511,166 SHARES OF COMMON STOCK
Prospectus
Supplement
Dawson James Securities, Inc.
August 21, 2023
Greenwave Technology Sol... (NASDAQ:GWAV)
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Greenwave Technology Sol... (NASDAQ:GWAV)
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