Greenwave Technology Solutions Inc
For the period ended Dec 31, 2023. Filed Apr 16, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 16, 2024
GWAV$2.13+4.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report:
(1) Financial Statements
The following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 587) | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
(2) Financial Statement Schedules.
No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.
(3) List of Exhibits.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| No. | Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | Plan of Reorganization, dated March 18, 2014. | S-1 | 333-196735 | 2.1 | June 13, 2014 |
| 2.2 | Agreement and Plan of Merger between MassRoots, Inc. and Whaxy Inc. and DDDigtal Inc. and Zachary Marburger and the Stockholders of DDDigtal Inc., dated December 15, 2016. | 8-K | 000-55431 | 10.1 | December 16, 2016 |
| 2.3 | Agreement and Plan of Merger between MassRoots, Inc. and MassRoots Compliance Technology, Inc. and Odava, Inc. and Scott Kveton and the Stockholders of Odava, Inc. | 8-K | 000-55431 | 10.1 | July 5, 2017 |
| 2.4 | Agreement and Plan of Merger between MassRoots, Inc., MassRoots Supply Chain, Inc., COWA Science Corporation and Christopher Alameddin, as the representative of the Stockholders of COWA Science Corporation, dated February 11, 2019. | 8-K | 000-55431 | 2.1 | February 12, 2019 |
| 2.5 | Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc. and Danny Meeks, as the sole shareholder, dated September 30, 2021 | 8-K | 000-55431 | 10.1 | October 6, 2021 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of the Registrant | 8-K/A | 000-55431 | 3.1 | June 19, 2018 |
| 3.2 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 000-55431 | 3.1 | February 25, 2022 |
| 3.3 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-41452 | 3.1 | November 29, 2022 |
| 3.4 | State of Delaware Certificate of Merger of Domestic Corporation Into Domestic Corporation, for MassRoots Compliance Technology, Inc. and Odava Inc., effective as of July 13, 2017. | 8-K | 000-55431 | 3.1 | July 14, 2017 |
| 3.5 | Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock. | 8-K | 000-55431 | 3.1 | July 12, 2019 |
| 3.6 | Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock. | 8-K | 000-55431 | 3.2 | July 12, 2019 |
| 3.7 | Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock. | 10-K | 000-55431 | 3.7 | July 16, 2020 |
| 3.8 | Certificate of Designations, Preferences and Rights of the Series X Convertible Preferred Stock. | 10-Q | 000-55431 | 3.1 | December 18, 2020 |
| 3.9 | Certificate of Designations, Preferences and Rights of the Series Y Convertible Preferred Stock. | 10-K | 000-55431 | 3.9 | April 16, 2021 |
| 3.10 | Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series X Convertible Preferred Stock filed with the Secretary of State on May 24, 2021 | 8-K | 000-55431 | 3.1 | May 25, 2021 |
| 3.11 | Certificate of amendment of the certificate of incorporation of the Company effective May 24, 2021, amending Certificate of Designations, Preferences, and Rights of the Series Y Convertible Preferred Stock filed with the Secretary of State on December 30, 2020 | 8-K | 000-55431 | 3.2 | May 25, 2021 |
| 3.12 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of MassRoots, Inc. effective September 30, 2021, field with the Secretary of State on September 30, 2021 | 8-K | 000-55431 | 3.1 | October 6, 2021 |
| 3.13 | Certificate of Elimination of Series C Convertible Preferred Stock of Greenwave Technology Solutions, Inc. | 8-K | 000-55431 | 3.1 | December 17, 2021 |
| 3.14 | Certificate of Amendment to Certificate of Incorporation of MassRoots, Inc. | 8-K | 000-55431 | 3.1 | February 25, 2022 |
| 3.15 | Certificate of Amendment to Certificate of Incorporation of Greenwave Technology Solutions, Inc. | 8-K | 000-55431 | 3.2 | February 25, 2022 |
| 3.16 | Certificate of Elimination relating to the Series Z Preferred Stock | 8-K | 000-55431 | 3.1 | August 3, 2023 |
| 3.17 | Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock. | 8-K | 000-55431 | 3.1 | April 2, 2024 |
| 4.1 | Form of Common Stock Certificate. | S-1 | 333-196735 | 4.1 | June 13, 2014 |
| 4.2 | Description of Registrant’s Securities | 10-K | 001-41452 | 4.2 | March 31, 2023 |
| 4.4 | Form of Warrant utilized by Service Providers. | S-1 | 333-210672 | 10.25 | April 11, 2016 |
| 4.3 | Form of Warrant utilized by Service Providers. | S-1 | 333-210672 | 10.25 | April 11, 2016 |
| 4.4 | Form of Warrant dated July 2023 | 8-K | 000-55431 | 4.1 | August 3, 2023 |
| 4.5 | Form of Senior Note dated July 2023 | 8-K | 000-55431 | 4.2 | August 3, 2023 |
| 4.6 | Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC | 8-K | 000-55431 | 4.3 | August 3, 2023 |
| 4.7 | Form of Warrant issued to Purchasers, dated August 2023 | 8-K | 000-55431 | 4.1 | August 21, 2023 |
| 4.8 | Form of Placement Agent Warrant, dated August 2023 | 8-K | 000-55431 | 4.2 | August 21, 2023 |
| 10.1+ | 2014 Stock Incentive Plan and form of agreements thereunder. | S-1 | 333-196735 | 10.12 | June 13, 2014 |
| 10.2+ | 2015 Stock Incentive Plan and form of agreements thereunder. | 10-K | 333-196735 | 10.12 | March 30, 2016 |
| 10.3+ | 2016 Stock Incentive Plan and form of agreements thereunder. | 8-K | 000-55431 | 4.1 | September 23, 2016 |
| 10.4+ | 2017 Equity Incentive Plan and form of agreements thereunder. | DEF 14C | 000-55431 | Appendix A | December 9, 2016 |
| 10.5+ | 2018 Equity Incentive Plan and form of agreements thereunder. | DEF 14A | 000-55431 | Appendix B | May 11, 2018 |
| 10.6 | 2021 Equity Incentive Plan and form of agreements thereunder. | DEF 14A | 000-55431 | Appendix C | July 12, 2021 |
| 10.7 | Form of Securities Purchase Agreement dated March 2016. | 8-K | 000-55431 | 10.1 | March 18, 2016 |
| 10.8 | Form of Securities Purchase Agreement dated August 2017. | 8-K | 000-55431 | 10.1 | August 18, 2017 |
| 10.9 | Securities Purchase Agreement dated May 16, 2019. | 8-K | 000-55431 | 2.1 | May 24, 2019 |
| 10.10 | Form of Securities Purchase Agreement dated January 2018. | 8-K | 000-55431 | 10.1 | January 31, 2018 |
| 10.11 | Form of Series X Securities Purchase Agreement. | 10-Q | 000-55431 | 10.1 | December 18, 2020 |
| 10.12 | Form of Securities Purchase Agreement dated December 17, 2018. | 8-K | 000-55431 | 99.1 | December 20, 2018 |
| 10.13 | Form of Joinder Agreement to Agreement and Plan of Merger made by each stockholder of Odava, Inc. and agreed to and acknowledged by MassRoots, Inc. and MassRoots Compliance Technology, Inc. | 8-K | 000-55431 | 10.2 | July 5, 2017 |
| 10.14 | Form of Subscription Agreement dated July 2017. | 8-K | 000-55431 | 10.1 | July 24, 2017 |
| 10.15 | Form of Subscription Agreement dated December 2017. | 8-K | 000-55431 | 10.1 | December 29, 2017 |
| 10.16 | Form of Subscription Agreement. | 8-K | 000-55431 | 10.1 | July 12, 2019 |
| 10.17 | Form of Security Agreement dated August 2017. | 8-K | 000-55431 | 10.2 | August 18, 2017 |
| 10.18 | Form of Security Agreement dated December 17, 2018. | 8-K | 000-55431 | 99.3 | December 20, 2018 |
| 10.19 | Form of Amended and Restated Simple Agreement for Future Tokens. | S-1 | 333-223038 | 10.27 | February 14, 2018 |
| 10.20 | Form of Director Separation Agreement. | 8-K | 000-55431 | 10.1 | December 14, 2017 |
| 10.21 | Form of Separation Agreement. | 8-K | 000-55431 | 10.4 | December 14, 2017 |
| 10.22 | Form of Separation Agreement. | 8-K | 000-55431 | 10.1 | July 22, 2019 |
| 10.23 | Form of Mutual Release and Non-Disparagement Agreement. | 8-K | 000-55431 | 10.3 | December 14, 2017 |
| 10.24 | Form of Secured Convertible Promissory Note. | 8-K | 000-55431 | 99.2 | December 20, 2018 |
| 10.25 | Convertible Promissory Note dated May 16, 2019. | 8-K | 000-55431 | 99.1 | May 24, 2019 |
| 10.26 | Form of Exchange Agreement. | 8-K | 000-55431 | 10.3 | July 12, 2019 |
| 10.37 | Form of Convertible Note. | 8-K | 000-55431 | 10.1 | November 26, 2019 |
| 10.28 | Form of Series A Exchange Agreement. | 8-K | 000-55431 | 10.1 | April 21, 2020 |
| 10.29 | Form of Series A Convertible Note. | 8-K | 000-55431 | 10.2 | April 21, 2020 |
| 10.30 | Form of Series B Exchange Agreement. | 8-K | 000-55431 | 10.3 | April 21, 2020 |
| 10.31 | Form of Series B Convertible Note. | 8-K | 000-55431 | 10.4 | April 21, 2020 |
| 10.32 | Form of December Note. | 8-K | 000-55431 | 10.5 | April 21, 2020 |
| 10.33 | Form of January Note. | 8-K | 000-55431 | 10.6 | April 21, 2020 |
| 10.34 | Form of First March Note. | 8-K | 000-55431 | 10.7 | April 21, 2020 |
| 10.35 | Form of Second March Note. | 8-K | 000-55431 | 10.8 | April 21, 2020 |
| 10.36 | Form of April Note. | 8-K | 000-55431 | 10.9 | April 21, 2020 |
| 10.37 | Form of Notes. | 8-K | 000-55431 | 10.1 | September 4, 2020 |
| 10.38 | Form of September Note. | 8-K | 000-55431 | 10.2 | September 4, 2020 |
| 10.39 | Form of Securities Exchange Agreement. | 10-K | 000-55431 | 10.49 | April 15, 2021 |
| 10.40+ | 2021 Equity Incentive Plan | 14A | 000-55431 | Appendix C | July 12, 2021 |
| 10.41+ | Employment Agreement by and between the Company and Danny Meeks | 8-K | 000-55431 | 10.2 | October 6, 2021 |
| 10.42 | Form of Warrant | 8-K | 000-55431 | 4.1 | December 6, 2021 |
| 10.43 | Form of Senior Note | 8-K | 000-55431 | 4.2 | December 6, 2021 |
| 10.44 | Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto | 8-K | 000-55431 | 10.1 | December 6, 2021 |
| 10.45 | Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto | 8-K | 000-55431 | 10.2 | December 6, 2021 |
| 10.46 | Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto | 8-K | 000-55431 | 10.3 | December 6, 2021 |
| 10.47 | Form of Exchange Agreement | 8-K/A | 000-55431 | 10.1 | April 2, 2024 |
| 10.48 | Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto. | 8-K | 000-55431 | 10.1 | August 3, 2023 |
| 10.49 | Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto. | 8-K | 000-55431 | 10.2 | August 3, 2023 |
| 10.50 | Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto. | 8-K | 000-55431 | 10.3 | August 3, 2023 |
| 10.51 | Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC | 8-K | 000-55431 | 10.4 | August 3, 2023 |
| 10.52 | Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto. | 8-K | 000-55431 | 10.1 | August 21, 2023 |
| 10.53 | Form of Inducement Letter | 8-K | 000-55431 | 10.1 | March 18, 2024 |
| 10.54* | Compensation Recovery Policy | ||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * | filed herewith. |
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| + | Denotes a management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of April, 2024.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | |
| By: | /s/ Danny Meeks |
| Danny Meeks Chief Executive Officer (Principal Executive Officer) | |
| By: | /s/ Isaac Dietrich |
| Isaac Dietrich Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date |
|---|---|---|
| /s/ Danny Meeks | Chief Executive Officer (Principal Executive Officer) and | April 16, 2024 |
| Danny Meeks | Chairman of the Board of Directors | |
| /s/ Isaac Dietrich | Chief Financial Officer | April 16, 2024 |
| Isaac Dietrich | (Principal Financial and Accounting Officer) | |
| /s/ Henry Sicignano | Director | April 16, 2024 |
| Henry Sicignano | ||
| /s/ Cheryl Lanthorn | Director | April 16, 2024 |
| Cheryl Lanthorn | ||
| /s/ John Wood | Director | April 16, 2024 |
| John Wood | ||
| /s/ Jason Adelman | Director | April 16, 2024 |
| Jason Adelman | ||
New York Office: 805 Third Avenue New York, NY 10022 212.838-5100
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.