As
filed with the Securities and Exchange Commission on April 18, 2023
Registration
No. ___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Greenwave
Technology Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
46-2612944
(I.R.S.
Employer Identification Number)
4016
Raintree Rd., Ste 300
Chesapeake,
VA 23321
Telephone:
(757) 966-1432
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
with
a copy to:
M.
Ali Panjwani
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
(212)
326-0820
From
time to time after effectiveness of this registration statement
(Approximate
date of commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where
the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED April 18, 2023
PROSPECTUS
Greenwave
Technology Solutions, Inc.
$100,000,000
COMMON
STOCK
PREFERRED
STOCK
DEBT
SECURITIES
RIGHTS
WARRANTS
UNITS
From
time to time, we may offer and sell up to an aggregate amount of $100,000,000 of any combination of the securities described in this
prospectus, either individually or in combination, in one or more offerings. We may also offer securities as may be issuable upon conversion,
redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions.
We
will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related
free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this
prospectus, the applicable prospectus supplement, and any related free writing prospectus, as well as any documents incorporated
by reference, before buying any of the securities being offered.
Our common stock is listed on the Nasdaq Capital
Market under the trading symbol “GWAV.” On April 17, 2023, the last reported sale price of our common stock was $0.95c
per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the
Nasdaq Capital Market or other securities exchange of the securities covered by the applicable prospectus supplement.
The aggregate market value of our outstanding common
stock held by non-affiliates is $8,252,393.50 based on 11,250,813 shares of outstanding common stock, of which 2,564,083
are held by affiliates, and a per share price of $0.95 based on the closing sale price of our common stock on April 17,
2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with
a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.
We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that
ends on and includes the date of this prospectus.
The
securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus supplement.
Our
principal executive office is located at 4016 Raintree Rd., Ste 300, Chesapeake, VA 23321, and our telephone number is (757) 966-1432.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” on page 2 of this prospectus and any similar section contained in the applicable prospectus supplement and
in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the
documents that are incorporated by reference into this prospectus.
This
prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated _____________, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell, either
individually or in combination, in one or more offerings, up to a total dollar amount of $100,000,000 of any combination of the securities
described in this prospectus.
This
prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus,
we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In each
prospectus supplement, we will include the following information:
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the
number and type of securities that we propose to sell; |
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the
public offering price; |
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the
names of any underwriters, agents or dealers through or to which the securities will be sold; |
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any
compensation of those underwriters, agents or dealers; |
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any
additional risk factors applicable to the securities or our business and operations; and |
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any
other material information about the offering and sale of the securities. |
The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.
We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the
headings “Where You Can Find More Information” and “Information Incorporated by Reference,” before buying any
of the securities being offered.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering.
We have not authorized anyone to provide you with different or additional information. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or in any related free writing
prospectus that we may authorize to be provided to you. This prospectus is an offer to sell only the securities offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date
of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement
or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects
may have changed since those dates.
This
prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy
or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements
regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings
in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance
on this information.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find More Information.”
As
used in this prospectus, unless context otherwise requires, the words “we,” “us,” “our,” “the
Company,” “Greenwave,” “Registrant” refer to Greenwave Technology Solutions, Inc. and its subsidiaries.
Additionally, any reference to (i) “Empire” refers to the Company’s wholly owned subsidiary, “Empire Services,
Inc.” and the assets used in its operation. Also, any reference to “common share” or “common stock,” refers
to our $0.001 par value common stock.
Unless
otherwise stated, the information which appears on our web site www.greenwavetechnologysolutions.com is not part of this report
and is specifically not incorporated by reference.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement,
and described under the section titled “Risk Factors” contained in our most recent annual report on Form 10-K, as well as
any subsequent filings with the SEC, which are incorporated by reference into this prospectus, together with other information in this
prospectus and the documents incorporated by reference. The risks described in these documents are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Past
financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results
or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash
flow could be materially adversely affected. This could cause the trading price of our securities to decline, resulting in a loss of
all or part of your investment. For more information, see “Where You Can Find More Information.” Please also carefully read
the section titled “Special Note Regarding Forward-Looking Statements.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other
equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt securities
convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could experience significant
dilution upon the issuance, conversion or exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities
described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might
not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able
to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions
on how to use such proceeds.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this prospectus, including the documents incorporated by reference in this prospectus, may constitute “forward-looking
statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements
regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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reliance on third party vendors; |
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dependence on our executive officers; |
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financial performance guidance; |
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material
weaknesses in our internal control over financial reporting; |
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regulatory
developments in the United States and foreign countries; |
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the
impact of laws, regulations, accounting standards, regulatory requirements, judicial decisions and guidance issued by authoritative
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estimates regarding expenses, future revenue and cash flow, capital requirements and needs for additional financing; |
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financial performance; |
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The
forward-looking statements contained or incorporated by reference in this prospectus are based on current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled
“Risk Factors” and elsewhere in this prospectus, our most recent Annual Report on Form 10-K, as well as any subsequent filings
with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties
may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that we consider immaterial or which
are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
OUR
BUSINESS
We
were formed in April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate
name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets
on October 28, 2021 for cash consideration equal to $10,000 and discontinued all operations related to the Company’s social media
business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 14 metal recycling
facilities in Virginia, North Carolina and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate
of Merger in Virginia.
Upon
the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,
construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,
separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density
and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing
and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.
We
operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location
is expected to come online in the second quarter of 2023. Our shredders are designed to produce a denser product and, in concert with
advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce
recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded
recycled metal.
The
shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal
and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number
of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed
to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum) and shredded insulated
wire (mainly copper and aluminum).
One
of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our
products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed
scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability
of our existing operations.
Empire
is headquartered in Suffolk, Virginia and employs 143 people as of March 21, 2023.
COVID-19
We
are continuing to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently
uncertain. The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact
with suppliers and customers). We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be
required by government authorities or that we determine are in the best interests of our employees, patients, and business partners.
We have implemented appropriate safety measures, following guidance from the Center for Disease Control and the Occupational Safety and
Health Administration. The extent of the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend
on certain developments.
Products
and Services
Our
main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy
melting steel, plate and structural, and shredded scrap, with various grades of each of those categorized based on the content, size
and consistency of the metal. All of these attributes affect the metal’s value.
We
also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.
Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious
metals such as platinum, palladium and rhodium.
We
provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,
and government organizations.
Pricing
and Customers
Prices
for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,
government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices
they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal
we deliver to customers within 14 days of delivery.
Based
on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order
to manage the impact on our operating income and cashflows.
The
spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including
transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which
allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the
impact to our operating income.
Sources
of Unprocessed Metal
Our
main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap
metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large
corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we
pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton
Roads and northeastern North Carolina markets. In the first quarter of 2023, we expanded our operations by opening a metal recycling
facility in Cleveland, Ohio.
Our
supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal,
and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
USE
OF PROCEEDS
Except
as described in any applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for working capital and other general corporate purposes. We have not determined the amount of net proceeds to be used specifically for
such purposes. As a result, our management will retain broad discretion over the allocation of net proceeds. We will set forth in the
applicable prospectus supplement our intended use for the net proceeds received from the sale of any securities. Pending the use of the
net proceeds, we may temporarily invest the net proceeds in a variety of capital preservation instruments, including investment grade
instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or may hold such proceeds as cash, until
they are used for their stated purpose.
DESCRIPTION
OF CAPITAL STOCK
The
following summary of certain provisions of our securities does not purport to be complete and is subject to our certificate of incorporation
and bylaws and the provisions of applicable law. Copies of our amended and restated certificate of incorporation and bylaws are filed
as exhibits to the registration statement of which this prospectus is a part.
Common
Stock
Authorized
Capitalization
General
The
total amount of our authorized share capital consists of 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share.
Common
Stock Rights
Voting
rights. Except as required by law or matters relating solely to the terms of preferred stock, each outstanding share of common
stock will be entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock shall have
no cumulative voting rights. Except in respect of matters relating to the election and removal of directors on our board of directors
and as otherwise provided in our Second Amended and Restated Certificate of Incorporation or required by law, all matters to be voted
on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote
on the subject matter. In the case of election of directors, all matters to be voted on by our stockholders must be approved by a plurality
of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon.
Dividend
rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are
entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Rights
upon liquidation. In the event of the liquidation, dissolution or winding up of our company, holders of our common stock are
entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts
and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred
stock.
Other
rights. No holder of shares of common stock is entitled to preemptive or subscription rights contained in our certificate of
incorporation or bylaws. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and
privileges of holders of the common stock will be subject to those of the holders of any shares of preferred stock with preferential
rights that we may issue in the future.
Anti-takeover
effects of provisions of our certificate of incorporation and bylaws and Delaware law
Certificate
of Incorporation and Bylaws
Provisions
of our Second Amended and Restated Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or
potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium
for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions
could adversely affect the price of our common stock. Among other things, our Second Amended and Restated Certificate of Incorporation
and Bylaws:
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permit
our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may
designate |
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that the authorized number of directors may be changed only by resolution adopted by the board of directors; |
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provide
that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders
of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office,
even if less than a quorum; |
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provide
that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors
at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content
of a stockholder’s notice; |
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do
not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to
vote in any election of directors to elect all of the directors standing for election, if they should so choose); |
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provide
that special meetings of our stockholders may be called only by the board of directors or by holders of more than ten percent (10%)
of all shares entitled to vote at the meeting; |
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provide
that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims, including derivative actions,
brought by a stockholder (i) that are based upon a violation of a duty by a current or former director or officer or stockholder
in such capacity or (ii) as to which the Delaware General Corporation Law, of the DGCL, confers jurisdiction upon the Court of Chancery
of the State of Delaware; and |
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provide
the ability to our board of directors to authorize and designated undesignated preferred stock and issue such preferred stock with
voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may
have the effect of deferring hostile takeovers or delaying changes in control or management of our company. |
Delaware
Anti-Takeover Law
We
are subject to Section 203 of the DGCL, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in
a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless:
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prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder; |
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the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding upon consummation of the transaction,
excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers
and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on
or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder. |
Section
203 defines a business combination to include:
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any
merger or consolidation involving the corporation and the interested stockholder; |
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any
sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
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subject
to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of
any class or series of the corporation beneficially owned by the interested stockholder; |
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subject
to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the
interested stockholder; and |
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation. |
In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Limitations
on Liability and Indemnification of Officers and Directors
Our
Second Amended and Restated Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the
DGCL, and our Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered and expect to continue
to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors.
Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent
permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the
indemnitee is or was a director or officer of us or any of its subsidiaries or was serving at our request in an official capacity for
another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type
or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being
a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending
or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing
a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance
within 10 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided
that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us.
Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims
against us and may reduce the amount of money available to us.
Exclusive
Jurisdiction of Certain Actions
Our
Second Amended and Restated Certificate of Incorporation requires, to the fullest extent permitted by law, unless we consent in writing
to the selection of an alternative forum, that actions, including derivative actions brought in our name, by stockholders (i) that are
based upon a violation of a duty by a current or former director or officer or stockholder in such capacity and (ii) as to which the
DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, may be brought only in the Court of Chancery in the State
of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder’s counsel; provided, however, that the foregoing provisions will not apply to any claims arising under the
Exchange Act or the Securities Act. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our
directors and officers.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock and outstanding Common Stock and Series Z Preferred Stock is Equity Stock Transfer,
Inc. The transfer agent and registrar’s address is 237 W 37th St #602, New York, NY 10018, phone number (212) 575-5757. The transfer
agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement
related to that series.
Listing
on the Nasdaq Capital Market
Our
common stock is listed on the Nasdaq Capital Market under the symbol “GWAV”. The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on the Nasdaq Capital Market or any securities market or other exchange
of the preferred stock covered by such prospectus supplement.
Preferred
Stock
General
Description
Under
the terms of our Second Amended and Restated Certificate of Incorporation, our board of directors have the authority, without further
action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time
the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued
series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series,
but not below the number of shares of such series then outstanding. The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding.
Our
board of directors may authorize the issuance of Preferred Stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue Preferred Stock
and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance
of Preferred Stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other
things, have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price of our
common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the
issuance of any shares of Preferred Stock on the rights of holders of Common Stock until the board of directors determines the specific
rights attached to that Preferred Stock.
Series
Z Preferred Stock
Pursuant
to our Certificate of Designation of Preferences, Rights and Limitations of Series Z Preferred Stock, or the Certificate of Designation,
we designated 500 shares of our authorized and unissued preferred stock as Series Z Preferred Stock, and established the rights, preferences
and privileges of the Series Z Preferred Stock, which are summarized below.
Voting
rights. Except as otherwise provided herein or as otherwise required by the DGCL, the Series Z Preferred Stock
shall have no voting rights. However, as long as any shares of Series Z Preferred Stock are outstanding, the Company will not,
without the affirmative vote of the holders of a majority of the then outstanding shares of the Series Z Preferred Stock, (a)
alter or change adversely the powers, preferences or rights given to the Series Z Preferred Stock under the Certificate of Designation,
(b) amend our certificate of incorporation or other organizational documents, including this Certificate of Designation, in any manner
that adversely affects any rights of the holders in a way that is material and disproportionate to other shareholders of the Company,
(c) increase the number of authorized shares of Series Z Preferred Stock (other than as a result of a pro rata stock split or similar
corporate action), or (d) enter into any agreement with respect to any of the foregoing, the effectiveness of which is not conditioned
on obtaining such vote.
Dividends.
Subject to a determination by the board of directors that a distribution is not prohibited pursuant to applicable provisions of the DGCL
(including Section 170 thereof) or other applicable law (including any law requiring the affirmative vote of all or any portion of the
company’s shareholders to effectuate any such dividend, in which event such dividend shall be conditioned upon obtaining such vote,
but there will be no requirement for the Company to seek or solicit such shareholder votes), holders shall be entitled to receive from
time to time and without interest, and the company shall pay, the holders, pro-rata, the net proceeds from the sale of certain assets
held by the company.
Cancelation.
Upon the payment of all dividends paid with respect to the sale of the assets, and subject to any limitations imposed by the DGCL, each
share of Series Z Preferred Stock shall, automatically and without any action on the part of the holder thereof, cease to be outstanding
and shall be cancelled and returned to the status of authorized but unissued shares of preferred stock and shall no longer be designated
as Series Z Preferred Stock, and any holder thereof shall thereafter cease to have any rights with respect to such shares.
Rights
upon liquidation. In the event of a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary,
or a fundamental transaction (as defined in the Certificate of Designation), in each case occurring prior to the cancellation of the
Series Z Preferred Stock, then, in the case of a liquidation, after the payment or adequate provision for the payment of the Company’s
liabilities and obligations, the holders shall be entitled to receive an amount equal to any accrued and unpaid dividends then owed under
the Certificate of Designation provided however that in the event such amount would result in a net per share dividend of less
than $0.01, such amount of will revert to the Company and no additional dividend payments will be paid.
Description
of Debt Securities
We
may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus,
we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of
a particular series of debt securities.
We
will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will
be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an
exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a
part or will be incorporated by reference from reports that we file with the SEC.
The
following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference
to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus
supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well
as the complete indenture that contains the terms of the debt securities.
General
The
indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal
amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants
or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition
or transactions involving us.
We
may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued
with OID will be described in more detail in any applicable prospectus supplement.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the
title of the series of debt securities; |
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any
limit upon the aggregate principal amount that may be issued; |
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the
maturity date or dates; |
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the
form of the debt securities of the series; |
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the
applicability of any guarantees; |
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of
any subordination |
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if
the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a
price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another
security or the method by which any such portion shall be determined; |
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the
interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates; |
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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if
applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our
option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those
redemption provisions; |
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the
date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous
fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency
or currency unit in which the debt securities are payable; |
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple
thereof; |
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any
and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our
obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt
securities of that series; |
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whether
the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; |
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the
terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual
securities, and the depositary for such global security or securities; |
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if
applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon
which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or
how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion
or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; |
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if
other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof; |
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additions
to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation,
merger or sale covenant; |
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additions
to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to
declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
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additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
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additions
to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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additions
to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt
securities issued under the indenture; |
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
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whether
interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon
which the election may be made; |
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the
terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts
of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes; |
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any
restrictions on transfer, sale or assignment of the debt securities of the series; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes
in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion
or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares
of our common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all
of our obligations under the indenture or the debt securities, as appropriate.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
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if
we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and
such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in
accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this
purpose; |
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if
we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established
with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with
the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any; |
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if
we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice
of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders
of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and |
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if
specified events of bankruptcy, insolvency or reorganization occur. |
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point
above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding
shall be due and payable without any notice or other action on the part of the trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
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the
direction so given by the holder is not in conflict with any law or the applicable indenture; and |
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subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or
might be unduly prejudicial to the holders not involved in the proceeding. |
A
holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver
or trustee, or to seek other remedies only if:
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holder has given written notice to the trustee of a continuing event of default with respect to that series; |
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the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, |
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such
holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the
trustee in compliance with the request; and |
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the
trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification
of Indenture; Waiver
We
and the trustee may change an indenture without the consent of any holders with respect to specific matters:
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to
cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
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to
comply with the provisions described above under “Description Debt Securities–Consolidation, Merger or Sale;” |
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to
provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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to
add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit
of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default
in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred
upon us in the indenture; |
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to
add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue,
authentication and delivery of debt securities, as set forth in the indenture; |
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to
make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; |
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to
provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above
under “Description of Debt Securities–General” to establish the form of any certifications required to be furnished
pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of
debt securities; |
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to
evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or |
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to
comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. |
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we
and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending
the fixed maturity of any debt securities of any series; |
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the
redemption of any series of any debt securities; or |
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reducing
the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
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provide
for payment; |
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register
the transfer or exchange of debt securities of the series; |
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replace
stolen, lost or mutilated debt securities of the series; |
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pay
principal of and premium and interest on any debt securities of the series; |
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maintain
paying agencies; |
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hold
monies for payment in trust; |
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recover
excess money held by the trustee; |
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compensate
and indemnify the trustee; and |
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appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all
the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that
series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to
any book-entry securities will be set forth in the applicable prospectus supplement.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at
the close of business on the day of the mailing; or |
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register
the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the
same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us,
and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except
to the extent that the Trust Indenture Act of 1939 is applicable.
Description
of Rights
This
section describes the general terms of the rights to purchase common stock or other securities that we may offer to stockholders using
this prospectus. Further terms of the rights will be stated in the applicable prospectus supplement (or applicable free writing prospectus).
The complete terms of the rights will be contained in the rights agreements we enter into with rights agents. These documents will be
included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the
rights agreements and any related documents. You also should read the prospectus supplement, which will contain additional information
and which may update or change some of the information below. The following description and any description of the rights in a prospectus
supplement (or applicable free writing prospectus) may not be complete and is subject to and qualified in its entirety by reference to
the terms of any agreement relating to the rights.
Rights
may be issued independently or together with any other security and may or may not be transferable. As part of any rights offering, we
may enter into a standby underwriting or other arrangement under which the underwriters or any other person would purchase any securities
that are not purchased in such rights offering. If we issue rights, each series of rights will be issued under a separate rights agreement
to be entered into between us and a bank or trust company, as rights agent, that will be named in the applicable prospectus supplement.
Further terms of the rights will be stated in the applicable prospectus supplement. The rights agent will act solely as our agent and
will not assume any obligation to any holders of rights certificates or beneficial owners of rights. The rights agreements and rights
certificates will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or as an exhibit
to a filing incorporated by reference in the registration statement. See “Where You Can Find Additional Information” for
information on how to obtain copies of the rights agreements and rights certificates.
The
prospectus supplement relating to any rights we offer will describe the specific terms of the offering and the rights, including the
record date for stockholders entitled to the rights distribution, the number of rights issued and the number of shares of common stock
that may be purchased upon exercise of the rights, the exercise price of the rights, the date on which the rights will become effective
and the date on which the rights will expire, and any applicable U.S. federal income tax considerations.
In
general, a right entitles the holder to purchase for cash a specific number of shares of common stock or other securities at a specified
exercise price. The rights are normally issued to stockholders as of a specific record date, may be exercised only for a limited period
of time and become void following the expiration of such period. If we determine to issue rights, we will accompany this prospectus with
a prospectus supplement that will describe, among other things:
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the
record date for stockholders entitled to receive the rights; |
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the
number of shares of common stock or other securities that may be purchased upon exercise of each right; |
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the
exercise price of the rights; |
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the
terms for changes to or adjustments in the exercise price, if any; |
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whether
the rights are transferable; |
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the
period during which the rights may be exercised and when they will expire; |
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the
steps required to exercise the rights; |
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whether
the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not
purchase their full allotments; |
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whether
we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter
or other purchaser under a contractual “standby” commitment or other arrangement; |
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our
ability to withdraw or terminate the rights offering; |
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any
material United States federal income tax consequences; and |
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other
material terms, including terms relating to transferability, exchange, exercise or amendment of the rights. |
If
fewer than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to
standby arrangements, as described in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Description
of Warrants
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the
material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant
certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement,
the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements
will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement,
which includes this prospectus.
General
We
may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate
from these securities.
We
plan to evidence each series of warrants by warrant certificates that we will issue under a separate warrant agreement. We will enter
into the warrant agreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus
supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the
offering price and aggregate number of warrants offered; |
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the
currency for which the warrants may be purchased; |
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable; |
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the
number of shares of common stock, shares of preferred stock and/or debt securities purchasable upon the exercise of one warrant and
the price at which these securities may be purchased upon such exercise; |
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; |
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the
terms of any rights to redeem or call the warrants; |
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the
periods during which, and places at which, the warrants are exercisable; |
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the
manner of exercise; |
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the
dates on which the right to exercise the warrants will commence and expire; |
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the
manner in which the warrant agreement and warrants may be modified; |
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if
applicable, a discussion of certain material U.S. federal income tax considerations of holding or exercising the warrants; and |
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Description
of Units
We
may issue units comprised of one or more of the other securities described in this prospectus or in any prospectus supplement in any
combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of a holder,
of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or at any time before a specified date or upon the occurrence of a specified
event or occurrence.
The
applicable prospectus supplement relating to units offered under this prospectus will describe the following terms, where applicable,
of such units:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
unit agreement under which the units will be issued; |
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether
the units will be issued in fully registered or global form. |
PLAN
OF DISTRIBUTION
We
may sell the securities covered hereby from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated
transactions, block trades or a combination of these methods. A distribution of these securities offered by this prospectus may also
be effected through the issuance of derivative securities, including without limitation, warrants. We may sell the securities to or through
underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one
or more transactions:
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to
or through underwriters; |
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to
or through broker-dealers (acting as agent or principal); |
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in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or
into an existing trading market, on an exchange, or otherwise; |
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directly
to purchasers, through a specific bidding or auction process or otherwise; or |
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through
a combination of any such methods of sale. |
Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form
of discounts, concessions or commissions to be received from us, from the selling stockholder, from the purchasers of the securities
or from both us and/or the selling stockholder and the purchasers. Any underwriters, dealers, agents or other investors participating
in the distribution of the securities may be deemed to be “underwriters,” as that term is defined in the Securities Act,
and compensation and profits received by them on sale of the securities may be deemed to be underwriting commissions, as that term is
defined in the rules promulgated under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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the
name of the selling stockholder and its relationship to us; |
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the
name of any underwriter, dealer or agent involved in the offer and sale of the securities; |
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the
terms of the offering; |
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any
discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents; |
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any
over-allotment option under which any underwriters may purchase additional securities from us; and |
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any
initial public offering price. |
The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more
transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions
on the NASDAQ Capital Market or any other organized market where the securities may be traded; |
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in
the over-the-counter market; |
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in
negotiated transactions; |
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under
delayed delivery contracts or other contractual commitments; or |
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a
combination of such methods of sale. |
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in
the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for
the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule
5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled to indemnification by us against specified liabilities, including liabilities incurred under
the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus
supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers,
or their respective affiliates, may be customers of, engage in transactions with or perform services for us in the ordinary course of
business. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction or magnitude
of any effect that such transactions may have on the price of the securities. For a description of these activities, see the information
under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Pryor Cashman LLP, New York, New York.
EXPERTS
Our
consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statement of operations, stockholders’
equity and cash flows for the years ended December 31, 2022 and 2021 incorporated by reference in this prospectus have been audited by
RBSM LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included
in reliance upon the report of such firm given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all
the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements
or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement
or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement
or other document. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with information that is
different from that contained in this prospectus nor in any free writing prospectus we may authorize to be delivered or made available
to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including Greenwave.
The address of the SEC website is www.sec.gov. We maintain a website at www.greenwavetechnologysolutions.com. Information contained in
or accessible through our website does not constitute a part of this prospectus. Because our common stock is listed on the NASDAQ Capital
Market, you may also inspect reports, proxy statements and other information at the offices of the NASDAQ Capital Market.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this
prospectus contain important information that you should read about us.
The
following documents are incorporated by reference into this document:
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our
Annual Report on Form
10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023 as amended on Form
10-K/A on April 13, 2023; and |
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the
description of our common stock contained in the registration statement on Form 8-A, dated July 21, 2022, File No. 001-41452, and
any other amendment or report filed for the purpose of updating such description. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent
that statements in the later filed document modify or replace such earlier statements.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request,
a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents
to:
Greenwave
Technology Solutions, Inc.
4016
Raintree Rd., Ste 300
Chesapeake,
VA 23321
757-966-1432
Attention:
Chief Financial Officer
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
$100,000,000
COMMON
STOCK
PREFERRED
STOCK
DEBT
SECURITIES
RIGHTS
PURCHASE
CONTRACTS
WARRANTS
UNITS
PROSPECTUS
__________, 2023
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. |
Other
Expenses of Issuance and Distribution. |
The
aggregate estimated (other than the registration fee) expenses payable by the Company in connection with a distribution of securities
registered hereby are as follows:
Securities and Exchange Commission Registration Fee | |
$ | 11,020 | |
Legal Fees and Expenses | |
$ | * | |
Accountants’ Fees and Expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | 11,020 | |
All
fees and expenses other than the SEC registration and filing fee are not know and cannot be estimated.
Item
15. |
Indemnification
of Directors and Officers. |
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The Delaware General
Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s bylaws provide for indemnification
by the registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.
Section
102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director
derived an improper personal benefit. The registrant’s certificate of incorporation provides for such limitation of liability.
We
have purchased and intend to maintain insurance on behalf of any person who is or was a director or officer of our company against any
loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
We
have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers to
provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth
in the registrant’s amended and restated certificate of incorporation and amended and restated bylaws and to provide additional
procedural protections. At present, there is no pending litigation or proceeding involving a director or executive officer of the Company
regarding which indemnification is sought. The indemnification provisions in our amended and restated certificate of incorporation, amended
and restated bylaws and the indemnification agreements entered into or to be entered into between the registrant and each of its directors
and executive officers may be sufficiently broad to permit indemnification of the registrant’s directors and executive officers
for liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of ours pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
At
present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification
is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
* |
To
be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference. |
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** |
Filed
herewith |
a. |
The
undersigned Registrant hereby undertakes: |
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement.
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the registration statement;
Provided
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
2.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
4.
That, for the purpose of determining liability under the Securities Act to any purchaser:
i.
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
ii.
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the Registration
Statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
5.
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
i.
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
iv.
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
6.
The undersigned registrant hereby undertakes that:
i.
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
ii.
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
If
and when applicable, the undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Securities and Exchange Commission under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Chesapeake, Virginia on April 18, 2023.
|
Greenwave
Technology Solutions, Inc. |
|
|
|
|
By: |
/s/
Danny Meeks |
|
|
Danny
Meeks |
|
|
Chief
Executive Officer |
SIGNATURES
AND POWER OF ATTORNEY
We,
the undersigned officers and directors of Greenwave Technology Solutions, Inc., hereby severally constitute and appoint Danny Meeks as
our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign any and all amendments (including
post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Danny Meeks |
|
Chief
Executive Officer, Director, Chairman |
|
April
18, 2023 |
Danny
Meeks |
|
(principal
executive officer) |
|
|
|
|
|
|
|
/s/
Ashley Sickles |
|
Chief
Financial Officer |
|
April
18, 2023 |
Ashley
Sickles |
|
(principal
financial and accounting officer) |
|
|
|
|
|
|
|
/s/
J. Bryan Plumlee |
|
Director |
|
April
18, 2023 |
J.
Bryan Plumlee |
|
|
|
|
|
|
|
|
|
/s/
Cheryl Lanthorn |
|
Director |
|
April
18, 2023 |
Cheryl
Lanthorn |
|
|
|
|
|
|
|
|
|
/s/
John Wood |
|
Director |
|
April
18, 2023 |
John
Wood |
|
|
|
|
(USOTC:GWAV)
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De May 2024 a Jun 2024
(USOTC:GWAV)
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