What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-03-31 · 59 added, 45 removed, 134 unchanged (44% of the section changed)

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name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets

on October 28, 2021 for cash consideration equal to $10,000 and has discontinued all operations related to its social media business.

on October 28, 2021 for cash consideration equal to $10,000 and has discontinued all operations related to our social media business.

On September 30, 2021, we closed our acquisition of Empire Services, Inc.

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

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

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

location is expected to come online in the second quarter of 2024.

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 metal.

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

is headquartered in Chesapeake, Virginia and employs 131 people as of April 15, 2024.

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

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Raintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.

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

outstanding common stock of DDDigtal Inc.

Whaxy (“DDDigtal”), a Colorado corporation.

Upon closing of the Whaxy Merger,

each share of DDDigtal’s common stock was exchanged for such number of shares of our common stock (or a fraction thereof) based

on an exchange ratio equal to approximately 5.273-for-1, such that 1 share of our common stock was issued for every 5.273 shares of DDDigtal’s

common stock.

At the closing of the Whaxy Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole

purpose of effectuating the Whaxy Merger, were converted into and exchanged for one share of common stock of DDDigtal, and all shares

of DDDigtal’s common stock that were outstanding immediately prior to the closing of the Whaxy Merger were automatically cancelled

Upon the closing of the Whaxy Merger, DDDigtal continued as our surviving wholly-owned subsidiary, and the merger subsidiary

ceased to exist.

July 13, 2017, we consummated a reverse triangular merger (the “Odava Merger”) pursuant to which we acquired all of the outstanding

common stock of Odava Inc.

(“Odava”), a Delaware corporation.

Upon closing of the Odava Merger, each share of Odava’s

common stock was exchanged for such number of shares of our common stock (or a fraction thereof), based on an exchange ratio equal to

approximately 4.069-for-1, such that 1 share of our common stock was issued for every 4.069 shares of Odava’s common stock.

the closing of the Odava Merger, all shares of common stock of our newly-formed merger subsidiary formed for the sole purpose of effectuating

the Odava Merger, were converted into and exchanged for one share of common stock of Odava, and all shares of Odava’s common stock

that were outstanding immediately prior to the closing of the Odava Merger automatically cancelled and retired.

Upon the closing of the

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

October 1, 2021, we consummated a reverse triangular merger (the “Empire Merger”) pursuant to which we acquired all of the

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It is categorized into heavy

melting steel, plate and structural, and shredded scrap, with various grades of each of those categorized based on the content, size

melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size

and consistency of the metal.

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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

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

from 2013 to 2020 into a marketing and CRM platform for scrap metal yards.

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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

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

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

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and with smaller metal recycling companies.

Demand for metal products are sensitive to global economic conditions, the relative value

Demand for metal products is sensitive to global economic conditions, the relative value

dollar, and availability of material alternatives, including recycled metal substitutes.

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influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.

aim to create a competitive advantage through our ability to process significant volumes of metal products, our use of processing and

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

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.

aim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology solutions, our use of processing

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

on our experience.

March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (the “Holder”), whereby the

Company and Holder agreed to exchange $10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, issued by the

Company to the Holder for shares of the Company’s newly created Series D Convertible Preferred Stock (the

“Preferred Stock”).

The Preferred Stock is convertible into the Company’s common stock at $0.204 per share,

subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently

outstanding senior secured indebtedness of the Company has been satisfied in full.

In addition, the Company has the right to redeem

the Preferred Stock in cash or shares of its Common Stock.

The Preferred Stock has a stated value of $10,000 per share, has no

voting rights, and does not bear dividends.

On March 18, 2024, the Company extended warrant exercise inducement offer

letters (the “Inducement Letters”) to the holders (the “Holders”) of its existing warrants to purchase shares

of the Company’s common stock (the “Existing Warrants”), pursuant to which the Holders can exercise for cash their Existing

Warrants to purchase an aggregate of up to 16,147,852 shares of the Company’s common stock, in the aggregate, at an exercise price

of $0.204 per share, in exchange for the Company’s agreement to issue new warrants (the “Inducement Warrants”) on the

terms described below, to purchase up to 32,295,704 shares of the Company’s common stock (the “Inducement Warrant Shares”).

If Holders exercise all their Existing Warrants for cash, the Company would receive aggregate gross proceeds of approximately $3,294,161.

Holders of Existing Warrants must return the Inducement Letter along with exercising all or part of the Existing Warrants on or before

Eastern Time on March 26, 2024 (the “Final Closing Date”) to receive the Inducement Warrants.

March 18 to March 26, 2024, the Company issued 13,772,394 shares for the exercise of warrants for proceeds of $2,809,568.

issued 27,544,788 Inducement Warrants to the existing warrant holders who exercised during the inducement period.

For more information,

see the Company’s current report on Form 8-K filed on March 18, 2024.

January 1 to March 20, 2024, the Company issued 10,864,690 shares for the conversion of convertible debt in the principal amount of $2,066,740.

The shares underlying the debt were covered by a registration statement on Form S-3 (File No.

333-274293) declared effective by the U.S.

Securities Exchange Commission on September 12, 2023.

From January 1 to March 17, 2024, the Company issued

2,258,088 shares for the exercise of warrants for proceeds of $22,581.

On March 15, 2024, the Company entered into leasing agreements for a scrap

yard located at 3030 E 55th Street, Cleveland, OH 44127.

Under the terms of the lease, the Company is required to pay $17,000 from March

1, 2024 to February 28, 2025;

$23,000 from March 1, 2025 to February 28, 2026;

$23,000 from March 1, 2026 to February 28, 2027;

from March 1, 2027 to February 28, 2028;

and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration

of the lease.

The lease is for a period of five years, include two options to extend for five years each, and the Company was required

to make a security deposit of $17,000.

The Company has the option to purchase the property for $3,277,000 until February 28, 2024.

and Human Capital Resources

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

has 131 full-time employees as of April 15, 2024.

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

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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