Greenwave Files Series B Preferred Terms: $5.24 Conversion Price, $1.05 Floor, Full-Ratchet Anti-Dilution
GWAV sits 59% above its 52-week low of $2.39 on light trading volume (0.3× avg).
Summary
Greenwave closed its $3.75M Series B Convertible Preferred placement and disclosed the full terms: $5.24 initial conversion price with a VWAP-based reset, $1.05 floor, full-ratchet anti-dilution, and a 300% share reserve requirement — a highly dilutive structure for existing shareholders.
Key Events · Financing and Capital Events · GWAV
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Series B Preferred Placement Closed
Greenwave issued 3,750 shares of Series B Convertible Preferred Stock to five institutional investors for $3.75 million in gross proceeds, closing September 9, 2026.
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Conversion Price Resets to VWAP
Initial conversion price is $5.24 per share, but on the Effective Date it resets to the lower of the 5-day VWAP average or $5.24 — likely below today's $3.80 stock price, increasing the share count owed to holders.
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Full-Ratchet Anti-Dilution
For one year, any Dilutive Issuance below the conversion price automatically resets the conversion price to that lower price — a death-spiral feature that punishes future capital raises.
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300% Share Reserve Required
Greenwave must reserve 300% of the shares needed for conversion at the Alternate Conversion Price, signaling the company expects significant dilution from this instrument.
Analysis · GWAV · Trade & Services
Greenwave closed its $3.75 million Series B Convertible Preferred placement and filed the Certificate of Designations, revealing terms far more dilutive than the headline raise suggests. The initial conversion price of $5.24 sits above today's $3.80 stock price, but the Effective Date reset drops it to the lower of the 5-day VWAP average or $5.24 — meaning holders will likely convert at a price near or below current market. The $1.05 floor price and full-ratchet anti-dilution provision for any future issuance below the conversion price create a death-spiral structure: if Greenwave raises capital at a lower price in the next year, the conversion price automatically resets downward, increasing the share count owed to these investors. The 300% reserve requirement and 4.99% ownership blocker (expandable to 9.99%) further signal that these institutional holders are positioned to convert and sell into the market. For a company with a market cap around $3.2 million, this structure represents a substantial overhang on the common stock.
How filings like this one have moved
In the 30 days to Sep 11, 2026, 35.7% of the 1694 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.10%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, GWAV was trading at $3.80 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $3.2M. The 52-week trading range was $2.39 to $24.00. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.