Greenwave Technology Solutions raises $3.75 million in Series B preferred stock placement
In focus for $GWAV: Greenwave Technology Solutions, Inc. closed a private placement of its Series B Convertible Preferred Stock on September 9, 2026, collecting $3.75 million in aggregate gross proceeds from five…
Key takeaways
- Greenwave Technology Solutions closed a private placement of Series B Convertible Preferred Stock on September 9, 2026, raising $3.75 million in aggregate gross proceeds from five institutional investors before fees.
- The placement issued 3,750 shares at a $1,000 stated value each, convertible into common stock at an initial holder-elected price of $5.24 per share.
- No holder may convert shares that would raise its beneficial ownership of Greenwave common stock above 4.99% immediately after conversion.
- Series B holders hold blocking rights over seven defined categories of company action, including charter amendments and creation of senior or parity preferred stock, but carry no general voting rights.
- The placement was exempt from Securities Act registration under Section 4(a)(2) and Rule 506 of Regulation D, and the Certificate of Designations was filed in Delaware on September 9, 2026.
In focus for $GWAV: Greenwave Technology Solutions, Inc. closed a private placement of its Series B Convertible Preferred Stock on September 9, 2026, collecting $3.75 million in aggregate gross proceeds from five institutional investors before placement agent fees and other offering costs. Conversion into common stock at an initial price of $5.24 per share is holder-elected and available from the close date.
The placement issued 3,750 shares at a stated value of $1,000 per share, pursuant to a Purchase Agreement dated September 7. The $5.24 conversion price carries customary adjustment provisions for stock dividends, splits, reclassifications, and combinations. No holder may convert any block that would push its beneficial ownership of Greenwave common stock above 4.99% immediately after conversion. Dividends are at the Board's discretion. Holders carry no general voting rights.
The Certificate of Designations gives the Series B holders blocking rights across seven defined categories of company action. Greenwave cannot, without holder consent, amend its charter or bylaws in ways that adversely affect the Series B's preferences, create senior or parity preferred stock, issue additional Series B shares outside the current agreement, or distribute on junior stock. The consent list also covers repurchases of junior stock outside equity plan activity and any action designed to circumvent a right of the Series B. For the dilution picture, the 4.99% per-holder cap constrains how quickly any single investor can move the $3.75 million in stated value into common shares.
Greenwave filed the Certificate of Designations with the Secretary of State of Delaware on September 9, the same day the placement closed, amending its Second Amended and Restated Certificate of Incorporation. The placement was exempt from Securities Act registration under Section 4(a)(2) and Rule 506 of Regulation D. The company lists on the NASDAQ Capital Market and is headquartered in Chesapeake, Virginia.
What to watch: the five institutional investors are unnamed in this filing. Schedule 13D or 13G disclosures identifying those investors, and any registration statement for the conversion shares, are the next confirmable items on the tape.