Greenwave Technology Solutions Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

April Registered Direct Offering

On April 22, 2024, we entered into a securities purchase agreement (the “April RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 300,397 shares of common stock, in a registered direct offering, and accompanying April RD Warrants to purchase up to 300,397 shares of common stock in a concurrent private placement, for gross proceeds of $5,258,340, before deducting the financial advisor’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying April RD Warrant was $17.51. The transaction closed on April 24, 2024. In addition, in connection with the Offering, we issued 25,186 April FA Warrants to Dawson James Securities, LLC and its designees in connection with their services asfinancial advisor.

On June 10, 2024, as a result of the reverse-split adjustment contained in the April RD Warrants and April FA Warrants, the number of shares underlying the warrants increased to 4,556,903 and 477,573 shares, respectively, while the exercise price of these warrants was reduced to $2.9664 per share, subject to shareholder approval. On June 10, 2024, as a result of the price protection provisions contained in the April RD Warrants and April FA Warrants and due to the issuance of the May RD Warrants, the exercise price of these warrants was reduced to $2.91 per share.

The April FA Warrants have generally the same terms and conditions as the April RD Warrants, except that the April FAWarrants will have a term of five years from the commencement of sales.

May Registered Direct Offering

On May 16, 2024, we entered into a securities purchase agreement (the “May RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 2,803,985 shares of common stock, in a registered direct offering, and accompanying May RD Warrants to purchase up to 2,803,985 shares of common stock in a concurrent private placement, for gross proceeds of $21,871,000.06, before deducting the financial advisor’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying May RD Warrant was $7.80. The transaction closed on May 20, 2024. In addition, in connection with the Offering, we issued 49,257 May FA Warrants to Dawson James Securities, LLC and its designees in connection with their services asfinancial advisor.

On June 10, 2024, as a result of the reverse-split adjustment contained in the May RD Warrants and May FA Warrants, the number of shares underlying the warrants increased to 14,178,680 and 311,342 shares, respectively, while the exercise price of these warrants was reduced to $2.9664 per share, subject to shareholder approval. On June 10, 2024, as a result of the price protection provisions contained in the May RD Warrants and May FA Warrants and due to the issuance of the May RD Warrants, the exercise price of these warrants was reduced to $2.91 per share.

The May FA Warrants have generally the same terms and conditions as the May RD Warrants, except that the May FA Warrants will have a term of five years from the commencement of sales.

June Registered Direct Offering

On June 10, 2024, we entered into a securities purchase agreement (the “June RD Purchase Agreement”) with certain of the Selling Stockholders, pursuant to which, we sold, and such Selling Stockholders purchased, an aggregate of 5,044,885 shares of common stock, in a registered direct offering, and accompanying June RD Warrants to purchase up to 5,044,885 shares of common stock in a concurrent private placement, for gross proceeds of $15,311,225.98, before deducting the placement agent’s fees and other estimated offering expenses (the “Offering”). The purchase price for each share and the accompanying June RD Warrant was $3.035. The transaction closed on June 11, 2024. In addition, in connection with the Offering, we issued 504,489 June FA Warrants to Dawson James Securities, LLC and its designees in connection with their services asplacement agent.

The June RD Warrants are exercisable on or after the date of stockholder approval and have an exercise price of $2.91 per share. The June RD Warrants will expire five years from the date we obtain stockholder approval for the issuance of the June RD Warrants and the shares issuable upon exercise of the June RD Warrants. Each June RD Warrant is subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The June RD Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares issuable upon exercise of the June RD Warrants.

The June FA Warrants have generally the same terms and conditions as the June RD Warrants, except that the June FA Warrants will have a term of five years from the commencement of sales.