Greenwave Technology Solutions (GWAV) Announces 7.54M Share Offering at $0.53/sh

Greenwave Technology Solutions, Inc. (Nasdaq: GWAV) announced today the entry into a securities purchase agreement with institutional and accredited investors for a registered direct offering and concurrent private placement priced at the market as of January 10, 2025. The Company is set to raise approximately $4 million in gross proceeds before deducting fees and expenses.

The agreement involves the sale of 7,544,323 shares of common stock at a price of $0.5302 per share, along with accompanying warrants to purchase an equal number of shares. The warrants, exercisable at $0.5302 per share following approval by stockholders, will expire five years from the date stockholders approve the issuance. The offering is expected to close on or about Tuesday, January 14, 2025.

Some other key highlights of the offering include:

• This financing underscores investor confidence in Greenwave's growth potential and strengthens the Company's position in the rapidly expanding rare earth metals market—crucial for renewable energy and advanced technology applications.
• Participating investors agreed to a prohibition on shorting the Company's common stock while such investors own warrants, ensuring alignment with Greenwave's long-term vision and reducing downward stock pressure.
• The transaction includes a forward-looking call feature, enabling Greenwave to redeem such warrants for cash proceeds of up to an additional $4 million as the stock price appreciates, following shareholder approval and a registration statement covering the shares being declared effective, fueling growth with minimal dilution.

Dawson James Securities Inc. is acting as the sole placement agent for this transaction.

The shares are being offered pursuant to a shelf registration statement on Form S-3, effective since April 28, 2023. The warrants and the shares of common stock underlying the warrants were not offered under the registration statement but through an exemption from registration under the Securities Act of 1933. The Company has agreed to file a registration statement under the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission (the "SEC"), covering the resale of the shares of common stock issuable upon exercise of the warrants within 20 days following the closing of the offering.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

For more details, refer to Greenwave Technology Solutions' Form 8-K filed with the SEC on January 13, 2025.

Advancing Rare Earth Recovery Amid Global Supply Chain Challenges
Greenwave is fast-tracking initiatives to recover and monetize rare earth metals as global supply chain risks escalate, driven by China's 2024 export restrictions on critical materials like gallium, germanium, and antimony.

Leveraging advanced technologies, Greenwave recovers rare earth elements from high-value sources such as lithium batteries, solar cells, LED manufacturing scrap, and electronic components. The Company is actively evaluating the development of a dedicated rare earth recovery facility to meet growing domestic demand.

Strategically positioned near Naval Station Norfolk and the Port of Virginia, Greenwave's recycling facilities benefit from premium scrap metal streams sourced from military bases, defense contractors, shipyards, manufactures and logistics hubs, enhancing its market leadership in sustainable metals recovery.

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