What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-14 · 68 added, 87 removed, 111 unchanged (58% of the section changed)

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(“Empire”), which operates 14 metal recycling facilities

in Virginia and North Carolina.

The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in

in Virginia, North Carolina, and Ohio.

The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger

the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,

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We have designed our systems to maximize the value of metals produced from this process.

operate an industrial shredder at our Kelford, North Carolina location.

Our shredder is designed to produce a denser product and, in

concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing

to produce recycled steel products.

In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces

of shredded recycled metal.

operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia is

expected to come online in the second quarter of 2023.

Our shredders are designed to produce a denser product and, in concert with advanced

separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce recycled

steel products.

In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled

shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal

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of our existing operations.

is headquartered in Suffolk, Virginia and employs 89 people as of April 4, 2022.

is headquartered in Chesapeake, Virginia and employs 143 people as of March 21, 2023.

were incorporated in the state of Delaware on April 26, 2013 as a technology platform.

Our principal executive office is located at 4016

Suburban Drive, Suffolk, VA 23434, and our telephone number is (757) 966-1432.

Raintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (757) 966-1432.

January 25, 2017, we consummated a reverse triangular merger (the “Whaxy Merger”) pursuant to which we acquired all of the

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continued as our surviving wholly-owned subsidiary, and the merger subsidiary ceased to exist.

We are continuing to

proactively monitor and assess the COVID-19 global pandemic.

The full impact of the COVID-19 pandemic is inherently uncertain.

pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact with customers).

We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by government authorities

or that we determine are in the best interests of our employees, patients, and business partners.

We have implemented appropriate safety

measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration.

The extent of

the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments.

main product is selling ferrous metal, which is used in the recycling and production of finished steel.

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metals such as platinum, palladium and rhodium.

provide metal recycling services to a wide range of customers, including large corporations, industrial manufacturers, retail customers,

provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,

and government organizations.

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government regulations and policy, and supply of products that can be processed into recycled steel.

Our main buyer, Sims Metal Management

(“Sims”), adjusts the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis.

We are paid for the scrap metal we deliver to Sims on the same business day that we deliver the metal.

on any price changes from Sims or our other buyers, we in turn adjust the price for unprocessed scrap we pay customers in order to manage

the impact on our operating income and cashflows.

Our main buyers adjust the prices

they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis.

We are usually paid for the scrap metal

we deliver to customers within 14 days of delivery.

on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order

to manage the impact on our operating income and cashflows.

spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including

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pick it up and transport it from the supplier’s location.

Currently, all of our operations and the suppliers are located in the

Hampton Roads and northeastern North Carolina markets.

Currently, our operations and main suppliers are located in the Hampton

Roads and northeastern North Carolina markets.

In the second quarter of 2023, we are expanding our operations by opening a metal recycling

facility in Cleveland, Ohio.

supply of scrap metal is influenced by overall health of economic activity in the United States, changes in prices for recycled metal,

and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

In May 2021, we launched our new website.

the first time, Empire’s customers can see the current prices for each type of scrap metal.

Our website is also integrated

with Google’s Business Profiles, listing many of Empire’s locations on Google for the first time.

In late May 2021,

the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a quote within minutes, and integrated

Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and other factors.

Additionally, during 2021, the Company moved the operations of

each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP” system, which enables management

to track sales, inventory, and operations at each facility in real time, while also establishing stronger internal controls and systems.

Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks to facilitate collaboration

and further growth.

The technology systems and improvements Empire implemented

have resulted in a significant increase in new customers, hundreds of quotes and dozens of purchases of junk cars, and we believe a material

increase in Empire’s revenues as a result of these improvements.

These systems have also streamlined Empire’s accounting and

internal operations to enable any future acquisitions to be closed quickly and efficiently.

Lastly, through the data-driven decision processes

that have been introduced, Empire’s strategy on future locations and pricing is being informed by accurate and relevant data.

May 2021, we launched our new website.

For the first time, Empire’s customers can see the current prices for each type of scrap

Our website is also integrated with Google’s Business Profiles, listing many of Empire’s locations on Google for the

In late May 2021, the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a

quote within minutes, and integrated Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and

other factors.

Additionally,

during 2021, the Company moved the operations of each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP”

system, which enables management to track sales, inventory, and operations at each facility in real time, while also establishing stronger

internal controls and systems.

Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks

to facilitate collaboration and further growth.

technology systems and improvements Empire implemented have resulted in a significant increase in new customers, hundreds of quotes and

dozens of purchases of junk cars, and we believe a material increase in Empire’s revenues as a result of these improvements.

systems have also streamlined Empire’s accounting and internal operations to enable any future acquisitions to be closed quickly

and efficiently.

Lastly, through the data-driven decision processes that have been introduced, Empire’s strategy on future locations

and pricing is being informed by accurate and relevant data.

that strong foundational systems are in place, management has begun to repurpose Greenwave’s technology platform that it developed

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analytics and conversion data.

Over the past ten years, Greenwave has invested

approximately $10 million developing these technologies which we believe we can re-purpose for a fraction of the cost of development,

give our metal recycling facilities and those who pay to use our platform a significant competitive advantage, and grow our revenues

and profits as a result.

are very few companies developing technology solutions for the scrap metal industry and we believe that by focusing our experience and

assets on this highly-profitable but often overlooked industry, we can create significant value for our shareholders.

the past ten years, Greenwave has invested approximately $10 million developing these technologies which we believe we can re-purpose

for a fraction of the cost of development, give our metal recycling facilities and those who pay to use our platform a significant competitive

advantage, and grow our revenues and profits as a result.

are few companies developing technology solutions for the scrap metal industry and we believe that by focusing our experience and assets

on this highly-profitable but often overlooked industry, we can create significant value for our shareholders.

compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations,

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separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our

and Other Sources of Funding

February 16, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of five (5) shares

of the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $100,000.

The purchase and issuance of such shares of Series X Preferred Stock closed on February 18, 2021.

February 22, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 1.25 shares of

the Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $25,000.

purchase and issuance of such shares of Series X Preferred Stock closed on February 24, 2021.

March 10, 2021, the Company entered into a securities purchase agreement with an accredited investor for the sale of 3.75 shares of the

Company’s Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $75,000.

and issuance of such shares of Series X Preferred Stock closed on March 12, 2021.

November 30, 2021, the Company entered into securities purchase agreements with accredited investors for the placement of secured convertible

promissory notes in the principal amount of $37,714,966 together with warrants to purchase 2,514,332 shares of common stock (“November

2021 Offering”).

The Company paid $2,200,000 and a warrant to purchase 20,000 shares of common stock as commission for the November

2021 Offering.

The Company’s Chief Executive Officer rolled $4,762,838 of debt into the offering.

Aggregate proceeds from the offering

were $27,585,450.

July 2022, the Company’s common stock began trading on the Nasdaq Capital Market (“Nasdaq”).

Simultaneously with the listing of the Company’s

common stock on Nasdaq on July 22, 2022, the Company’s senior secured convertible notes in the principal amount of $37,714,966

together with accrued interest in the amount of $1,470,884 were converted into shares of common stock at a conversion price of $6.02

November 2022, we opened a metal recycling facility in Fairmont, NC.

January 2023, we leased a property in Chesapeake, VA.

April 2023, we are opening a metal recycling facility in Cleveland, Ohio.

and Human Capital Resources

has 89 full-time employees as of April 4, 2022.

We view our diverse employee population and our culture

as key to our success.

Our company culture prioritizes learning, supports growth and empowers us to reach new heights.

We recruit employees

with the skills and training relevant to succeed and thrive in their functional responsibilities.

We assess the likelihood that a particular

candidate will contribute to the Company’s overall goals, and beyond their specifically assigned tasks.

Depending on the position,

our recruitment reach can be local as well as national.

We provide competitive compensation and best in class benefits that are tailored

specifically to the needs and requests of our employees.

During 2021, we worked to manage through the effects of the COVID-19 pandemic

and entered 2022 stronger than ever.

As appropriate, others were provided the option of working remotely or at our facilities with appropriate

We uphold our commitment to shareholders by working hard and being thoughtful and deliberate in how we use resources.

has 143 full-time employees as of March 21, 2023.

view our diverse employee population and our culture as key to our success.

Our company culture prioritizes learning, supports growth

and empowers us to reach new heights.

We recruit employees with the skills and training relevant to succeed and thrive in their functional

responsibilities.

We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond

their specifically assigned tasks.

Depending on the position, our recruitment reach can be local as well as national.

We provide competitive

compensation and best in class benefits that are tailored specifically to the needs and requests of our employees.

During 2021 and 2022,

we worked to manage through the effects of the COVID-19 pandemic and entered 2023 stronger than ever.

As appropriate, others were provided

the option of working remotely or at our facilities with appropriate safeguards.

We uphold our commitment to shareholders by working

hard and being thoughtful and deliberate in how we use resources.

file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business