PRELIMINARY PROSPECTUS - SUBJECT TO COMPLETION

 

Dated September 18, 2026

 

3,571,429 Shares of Common Stock

 

This prospectus relates to the potential sale or other disposition from time to time by the selling stockholders of Greenwave Technology Solutions, Inc., a Delaware corporation (the "Company") identified in this prospectus (each a "Selling Stockholder" and collectively, the "Selling Stockholders") of up to 3,571,429 shares of our common stock, par value $0.001 per share ("Common Stock"), all of which are issuable upon conversion of outstanding Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock" and the shares issuable upon conversion thereof, the "Resale Shares") that were sold and issued to the Selling Stockholders pursuant to the Preferred Stock Purchase Agreement, dated as of September 7, 2026, by and between the Company and the Selling Stockholders (the "Purchase Agreement"). For a description of the transaction pursuant to which this resale registration statement relates, please see the section titled "Issuance of Securities to Selling Stockholders."

 

The Resale Shares may be sold by the Selling Stockholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section titled "Plan of Distribution" of this prospectus.

 

The Resale Shares may be sold by the Selling Stockholders at prices determined by the prevailing market price for shares of Common Stock or in negotiated transactions. We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders.

 

We will bear all costs relating to the registration of the Resale Shares, other than any Selling Stockholders’ legal or accounting costs or commissions. We will not be paying any underwriting discounts or commissions in this offering.