We are offering to certain institutional and accredited investors 420,596,154 shares of our common stock, par value $0.001 per share (“common stock”) in a registered direct offering, at an offering price of $0.052 per share and accompanying Common Warrant (as defined below).
In a concurrent private placement, we are also selling to such investors unregistered warrants to purchase up to 420,596,154 shares of our common stock (the “Common Warrants”), which represents 100% of the number of shares of our common stock being purchased in this offering. Each Common Warrant will be exercisable for one share of our common stock at an exercise price of $0.10 per share, will be exercisable beginning on the date on which stockholder approval is obtained with respect to each of (i) the price adjustment provisions in the Common Warrants and (ii) the issuance of the Common Warrants and all shares of common stock issuable upon the exercise of the Common Warrants (the “Common Warrant Shares”), and will have a term of five years from such date. The Common Warrants and the Common Warrant Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Our common stock is currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GWAV.” On May 15, 2024, the last reported sales price per share of our common stock on Nasdaq was $0.06. There is no established public trading market for the Common Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants on the Nasdaq, any other national securities exchange or any other nationally recognized trading system.
We have retained Dawson James Securities, Inc. to act as our exclusive financial advisor in connection with this offering (the “financial advisor”). The financial advisor is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount of securities, but will assist us in this offering on a reasonable best efforts basis. We have agreed to pay the financial advisor the financial advisor fees set forth in the table below, which assumes that we sell all of the securities we are offering. See “Plan of Distribution” on page S-10 of this prospectus supplement.
As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was $120,235,306, based on 587,803,014 shares of outstanding common stock, of which 322,346,666 shares are held by non-affiliates, based on a price of $0.373 per share, which was the last reported sale price of our common stock on Nasdaq on March 18, 2024. 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. As of the date of this prospectus supplement, we have offered $8,447,521 of 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 supplement; as such, we have $31,630,914.47 available to sell pursuant to this prospectus supplement and the accompanying prospectus.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” on page S-5 of this prospectus supplement and page 3 of the accompanying prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus supplement.
There is no arrangement for funds to be received in escrow, trust or similar arrangement.
Per Share and Accompanying Common Warrant Total
Offering price $ 0.052 $ 21,871,000.00
Financial advisor fees (1) $ 0.00185 $ 777,777.77
Proceeds, before expenses, to us (2) $ 0.0502 $ 21,093,222.23
(1) In addition, we have agreed (i) to issue to the financial advisor or its designees warrants (the “Financial Advisor Warrants”) to purchase up to 7,777,777 shares of common stock, at an exercise price equal to 125% of the exercise price of the Common Warrants, or $0.125 per share, and (ii) to reimburse certain expenses of the financial advisor in connection with this offering.
(2) The amount of the offering proceeds to us presented in this table does not give effect to the sale or exercise, if any, of the Common Warrants being issued in the concurrent private placement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the shares of common stock offered hereby is expected to take place on or about May 20, 2024, subject to satisfaction of customary closing conditions.
Prospectus supplement dated May 16, 2024
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