Greenwave Technology Solutions Announces $3.2 Million Registered Direct Offering Priced Above Market

22 August 2023

Greenwave Technology Solutions, Inc. (NASDAQ: GWAV), a leading operator of metal recycling facilities in Virginia, North Carolina, and Cleveland, Ohio, is excited to announce a definitive agreement with select institutional and accredited investors for the purchase and sale of 2,511,166 shares of common stock in a registered direct offering, priced at $1.27 per share. This offering is accompanied by a warrant, resulting in total gross proceeds of $3.2 million for the Company. The net proceeds from this transaction will be directed towards expanding metal recycling operations, accretive acquisitions, and general corporate purposes.

In this venture, The Special Equities Group, a division of Dawson James Securities Inc., acts as the sole placement agent.

Concurrently, the Company has agreed to issue unregistered warrants to these investors through a private placement, allowing for the purchase of up to 5,022,332 shares of common stock. These warrants hold an exercise price of $1.02 per share, are immediately exercisable upon issuance, and will remain valid for 5.5 years from the issuance date. The Company has committed to submitting a registration statement under the Securities Act of 1933 with the Securities and Exchange Commission (SEC) to cover the resale of the common stock issuable upon exercising the warrants. The offering is set to close around August 22, 2023, subject to customary closing conditions.

The shares of common stock being offered are made under a "shelf" registration statement on Form S-3 (File No. 333-271324) filed with the SEC on April 18, 2023, which was subsequently amended on April 26, 2023, and declared effective by the SEC on April 28, 2023. The registered direct offering of these shares is carried out using a prospectus supplement, which is part of the effective registration statement. The final prospectus supplement and corresponding base prospectus related to this offering will be filed with the SEC. Interested parties can access these documents for free through EDGAR on the SEC's website at, or by reaching out to [email protected] or contacting the principal executive offices at 4016 Raintree Rd, Ste 300, Chesapeake, VA 23321, c/o Corporate Secretary, (800) 490-5020.

The unregistered warrants, along with the common stock they represent, are offered in a private placement under Section 4(a)(2) of the Act and Regulation D. They have not been registered under the Act or relevant state securities laws, thus they may not be reoffered or resold in the United States except under an effective registration statement or applicable exemptions from the registration requirements of the Act and state securities laws.

This press release is not intended as an offer to sell or a solicitation to buy the securities mentioned herein, nor shall it constitute an offer, solicitation, or sale in any state where such actions would be unlawful without prior registration or qualification under the securities laws of that state.