GWAV Greenwave Technology Solutions, Inc. - 8-K

Item
3.01

Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As
previously disclosed on the Current Report on Form 8-K of Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”)
filed on April 22, 2026, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
regarding the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the
“Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”).

On
May 21, 2026, the Company received an additional delinquency notification letter (the “Notice”) from Nasdaq due to the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Q1 Form 10-Q”,
and together with the Annual Report, the “Late Filings”). The Staff informed the Company that is has until June 22, 2026
to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1) (the “Rule”). If the Staff accepts the Company’s
plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date,
or until October 12, 2026, to evidence compliance with the Rule.

The
Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).
Neither the Notice nor the Company’s non-compliance with the Rule has an immediate effect on the listing or trading of the Company’s
securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol “GWAV.” The Company continues
to work diligently to complete and file the Late Filings with the SEC and thereby regain compliance with the Rule as soon as practicable.

Forward
Looking Statements

The
Company cautions you certain of the statements in this Form 8-K or in its press release may represent “forward-looking statements”
as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange
Act of 1934, as amended. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the
date on which such statements are made. Without limiting the generality of the foregoing, words such as “expect,” “believe,”
“anticipate,” “intend,” “plan,” “project,” “will” or “estimate,”
or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as
required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such
date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors,
including but not limited to the following: that there can be no assurance that the Company will comply with the Rule during any compliance
period or otherwise in the future; that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards for
continued listing on the Nasdaq Capital Market; that there can be no assurance that Nasdaq will grant the Company any relief from delisting
as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief; and other risk
factors described from time to time in the Company’s Forms 10-K, Forms 10-K/A, Forms 10-Q, and Form 8-K reports (including all
amendments to those reports).

Item
7.01

Regulation
FD Disclosure.

On
May 27, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received
the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

The
information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that Section. The information under this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into
any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such
filing.

Item
9.01.

Financial
Statements and Exhibits

(d)
Exhibits.

Exhibit
No.

Description

99.1

Press Release dated May 27, 2026

104

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