Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 19, 2021
Date of report (date of earliest event reported)
Greenwave Technology Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55431 | 46-2612944 | ||
(State or other jurisdictions of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
277 Suburban Drive, Suffolk, VA 23434
(Address of principal executive offices) (Zip Code)
(303) 816-8070
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A |
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).
Emerging growth company ☒
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 19, 2021, MassRoots, Inc. filed a Certificate of Amendment to its Certificate of Incorporation (the “Name Change Amendment”) with the Secretary of State of the State of Delaware for the purpose of amending its Certificate of Incorporation (as amended, the “Charter”) to change its name from MassRoots, Inc. to Greenwave Technology Solutions, Inc. (in each case, the “Company”).
On February 17, 2022, Greenwave Technology Solutions, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Charter (the “Reverse Split Amendment” and, together with the “Name Change Amendment, the “Charter Amendments”), with the Secretary of State of the State of Delaware in connection with a 1-for-300 reverse stock split of the Company’s Common Stock (the “Reverse Split”) and proportionally reducing the number of shares that the Company is authorized to issue. The Reverse Split became effective on February 28, 2022.
The above description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Charter Amendments, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 8.01. | Other Events |
On February 25, 2022, the Company issued a press release announcing the reverse split. A copy of the press release is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation filed October 19, 2021 | |
| 3.2 | Certificate of Amendment to Certificate of Incorporation filed February 17, 2022 | |
| 99.1 | Press Release dated February 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Date: February 25, 2022
| 3 |
Exhibit 3.1
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
Greenwave Technology Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: The name of this corporation is Greenwave Technology Solutions, Inc.
SECOND: The date of filing of the Corporation’s original certificate of incorporation with the Secretary of State of the State of Delaware was April 26, 2013 (as MassRoots, Inc.) and which has been amended from time to time (as amended to date, the “Certificate of Incorporation”).
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions to amend the Certificate of Incorporation as follows:
Article Fourth of the Certificate of Incorporation is hereby amended to provide that:
A one-for-three hundred (1:300) reverse split of the outstanding Common Stock of the Corporation shall occur pursuant to which every three hundred (300) shares of outstanding Common Stock of the Corporation shall be converted into one (1) share of Common Stock (the “Reverse Split”). The Reverse Split shall not affect the number of authorized shares of Common Stock or Preferred Stock of the Corporation or the par value per share of the Common Stock or Preferred Stock, such that immediately after the Reverse Split the total number of shares of all classes of capital stock that the Corporation is authorized to issue will be 1,210,000,000, of which 1,200,000,000 shall be Common Stock having a par value per share of $0.001 and of which 10,000,000 shall be Preferred Stock having a par value per share of $0.001. No fractional share shall be issued in connection with the foregoing combination; all shares of Common Stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Split computation shall be rounded up to the next whole share. Except as set forth above in this paragraph, Article Fourth of the Certificate of Incorporation remains in full force and effect.
FOURTH: This Certificate of Amendment has been duly adopted and approved by the Board of Directors.
FIFTH: This Certificate of Amendment has been duly adopted in accordance with sections 242 of the DGCL.
SIXTH: The effective time of the amendment herein certified shall be 11:59 p.m. Eastern Standard Time on February 17, 2022.
IN WITNESS WHEREOF, Greenwave Technology Solutions, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer on February 17, 2022.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ Danny Meeks | |
| Name: | Danny Meeks | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Greenwave Technology Solutions To Effect Share Consolidation to Meet Nasdaq Share Price Listing Requirement
Fully-funded after closing a $37.7 million offering, Greenwave intends to rapidly expand its footprint of metal recycling facilities, aggressively grow its revenues, and create significant shareholder value this year
(Norfolk, VA) February 25, 2022 – Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) (OTCPink:MSRT) is pleased to announce that it will be consolidating all of the issued and outstanding common shares of the Company (“Common Shares”) on the basis of one (1) post consolidation Common Share for each three hundred (300) pre-consolidation Common Shares (the “Consolidation”).
The effective date of the Consolidation is February 28, 2022 . Trading of the Common Shares on a post-Consolidation basis will commence on or about February 28, 2022.
The 994,871,337 Common Shares currently issued and outstanding will be reduced to approximately 3,316,238 Common Shares on a post-Consolidation basis. No fractional shares will be issued. Any fractional interest in Common Shares will be rounded up to the nearest whole Common Share.
“This share consolidation is necessary for Greenwave to meet the share price listing requirements of Nasdaq. Uplisting our common stock a national exchange is a top priority over the coming months,” stated Danny Meeks, Chief Executive Officer of Greenwave. “We believe that once Greenwave appoints an independent Board of Directors, which we expect to do this quarter, we will meet all of Nasdaq’s stated listing requirements.”
Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. Stockholders holding physical stock certificates, may send them to the Company’s transfer agent, Equity Stock Transfer, LLC, and exchange them for new certificates representing the post-split number of shares. Equity Stock Transfer, LLC can be reached at (212) 575-5757.
Outstanding stock options and share purchase warrants will also be adjusted by the Consolidation ratio and the respective exercise prices of outstanding options and share purchase warrants will be adjusted accordingly.
About Greenwave
Greenwave Technology Solutions, Inc., through its wholly owned subsidiary Empire Services, Inc. (“Empire”), is a leading operator of 12 metal recycling facilities in Virginia and North Carolina. At these facilities, Empire collects, classifies, and processes raw scrap metal (ferrous and nonferrous) for recycling. Steel is one of the world’s most recycled products with the ability to be re-melted and recast numerous times while offering significant economic and environmental benefits when compared with virgin materials. For more information, please visit https://www.greenwavetechnologysolutions.com/.
Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements about its name change, revenue growth, opening of additional locations, and a listing on a senior exchange. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in our filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Contact Info:
Danny
Meeks
757-966-1432