GWAV 8-K
Greenwave Technology Solutions, Inc. (GWAV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 19, 2024, Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”), and a quorum for the transaction of business was present in person or represented by proxy. As of May 20, 2024, the record date for the Special Meeting, 865,628,790 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) were issued and outstanding. The holders of Common Stock voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 3, 2024. The voting results reported below are final.
Proposal 1
Proposal 1 was to approve the adoption of an amendment to the Company’s Amended and Restated By-laws to decrease the number of shares of Common Stock needed to establish a quorum for meetings of stockholders. This proposal was approved based upon the voting results set forth below.
| For | Against | Abstained | Broker Non-Votes | |||
| 485,420,601 | 63,099,341 | 2,004,437 | 1 |
Proposal 2
Proposal 2 was to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 3,000,000, subject to certain conditions. This proposal was approved based upon the voting results set forth below.
| For | Against | Abstained | Broker Non-Votes | |||
| 386,931,241 | 20,512,961 | 38,682,324 | 104,397,854 |
Proposal 3
Proposal 3 was to approve the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of Common Stock, and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d). This proposal was approved based upon the voting results set forth below.
| For | Against | Abstained | Broker Non-Votes | |||
| 349,896,717 | 18,998,552 | 77,231,257 | 104,397,854 |
Proposal 4
The proposal to approve an adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposals was withdrawn because the Company’s stockholders approved and adopted each of the foregoing proposals, as noted above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws of the Registrant. | |
| 10.1 | Amendment No. 1 to the Greenwave Technology Solutions, Inc. 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| July 19, 2024 | By: | /s/ Danny Meeks |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
This Amendment No. 1 (this “Amendment”) to the Amended and Restated By-laws (the “By-laws”) of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Corporation”), is effective as of July 19, 2024.
WHEREAS, the Board of Directors of the Corporation have approved this Amendment as set forth below.
NOW, THEREFORE, BE IT RESOLVED, the By-laws are hereby amended as follows:
| 1. | Section 2.07 of Article II of the By-laws is hereby amended and restated in its entirety to read as follows: |
Section 2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation, or these by-laws, at each meeting of the stockholders, the holders of more than one third (33.33%) of the voting power of all shares of stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
| 2. | This Amendment will be subject to approval by the stockholders of the Company within twelve (12) months following the date this Amendment is adopted by the Board of Directors. Such stockholder approval will be obtained in the manner and to the degree required under applicable laws. In the event that such stockholder approval is not received, this amendment will become null and void and without further effect. |
| 3. | Except as modified by this Amendment, the rest of the By-laws remain unchanged and, as modified, continue in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to be signed by its Chief Executive Officer as of the date first written above.
| Date: July 19, 2024 | GREENWAVE TECHNOLOGY SOLUTIONS, INC. | |
| By: | /s/ Danny Meeks | |
| Danny Meeks | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT NO. 1
TO THE
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
2024 EQUITY INCENTIVE PLAN
This Amendment No. 1 to the Greenwave Technology Solutions, Inc. 2024 Incentive Plan (the “Plan”) of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Corporation”), is effective as of July 19, 2024.
WHEREAS, the Board of Directors of the Corporation have approved the Amendment No. 1 to the Plan as set forth below.
NOW, THEREFORE, BE IT RESOLVED, the Plan are hereby amended as follows:
| 1. | Section 5.A. of the Plan is hereby amended and restated in its entirety to read as follows: |
A. Share Reserve and Limitations on Grants. The maximum aggregate number of shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options (without regard to whether payment on exercise of the Stock Option is made in cash or shares of Common Stock) and (ii) issued pursuant to Stock Awards, shall be 3,000,000 shares in the aggregate. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. Notwithstanding any provision hereto to the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single participant may receive more than 25% of the total Options awarded in any single year.
| 2. | This Amendment will be subject to approval by the stockholders of the Company within twelve (12) months following the date this Amendment is adopted by the Board of Directors. Such stockholder approval will be obtained in the manner and to the degree required under applicable laws. In the event that such stockholder approval is not received, this amendment will become null and void and without further effect and any awards under the Plan which included newly reserved shares will become void. |
| 3. | Except as modified by this Amendment, the rest of the By-laws remain unchanged and, as modified, continue in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to the Plan to be signed by its Chief Executive Officer as of the date first written above.
| Date: July 19, 2024 | GREENWAVE TECHNOLOGY SOLUTIONS, INC. | |
| By: | /s/ Danny Meeks | |
| Danny Meeks | ||
| Chief Executive Officer | ||