Greenwave Technology Solutions, Inc. 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number: 001-41452 GREENWAVE TECHNOLOGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 46-2612944 (State or jurisdiction of I.R.S Employer Incorporation or organization) Identification No. 4016 Raintree Rd , Ste 300 , Chesapeake , VA 23321 (Address of principal executive offices) (Zip code) (800) 490-5020 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 GWAV The Nasdaq Stock Market, LLC Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $ 11,335,593 as of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter. The number of shares of Registrant’s common stock outstanding was 829,631 as of June 12, 2026. GREENWAVE TECHNOLOGY SOLUTIONS, INC. FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS Page PART I 1 Item 1. Business 1 Item 1A. Risk Factors 5 Item 1B. Unresolved Staff Comments 18 Item 1C. Cybersecurity 18 Item 2. Properties 19 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 20 PART II 20 Item 5. Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. Reserved 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28 Item 8. Financial Statements and Supplementary Data 28 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28 Item 9A. Controls and Procedures 28 Item 9B. Other Information 29 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 29 PART III 30 Item 10. Directors, Executive Officers and Corporate Governance 30 Item 11. Executive Compensation 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 39 Item 13. Certain Relationships and Related Transactions and Director Independence 41 Item 14. Principal Accountant Fees and Services 43 PART IV 44 Item 15. Exhibits and Financial Statement Schedules 44 I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Statements in this Annual Report on Form 10-K (“Annual Report”) may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “may,” “could,” “continue,” “should,” “contemplate,” “expect,” “anticipate,” “estimate,” “intend,” “target,” “forecast,” “outlook,” “guidance,” “project,” “potential,” “plan” and “would,” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events, except as required by law. You should read this Annual Report with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect. PART I On October 19, 2021, we changed our corporate name from MassRoots, Inc. to Greenwave Technology Solutions, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the content indicates otherwise, as used in this Annual Report on Form 10-K, the terms “Registrant,” “Company,” “Greenwave,” “we,” “us,” and “our” refers to Greenwave Technology Solutions, Inc., a Delaware corporation, and its subsidiaries taken as a whole, unless otherwise noted. This Annual Report contains additional trade names, trademarks, and service marks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. ITEM 1. BUSINESS Overview We were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate 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 have discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia. Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process. We operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location. 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. The shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and aluminum). One of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability of our existing operations. Empire is headquartered in Chesapeake, Virginia and employs 172 people as of June 12, 2026. 1 Background We were incorporated in the state of Delaware on April 26, 2013 as a technology platform. Our principal executive office is located at 4016 Raintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020. Products and Services Our main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy 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. All of these attributes affect the metal’s value. We also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium. We provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations. Pricing and Customers Prices for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand, government regulations and policy, and supply of products that can be processed into recycled steel. 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. Based 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 cash flows. The 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 transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the impact to our operating income. Sources of Unprocessed Metal Our main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets. As of the second quarter of 2023, the Company expanded our operations by opening a metal recycling facility in Cleveland, Ohio. Our supply of scrap metal is influenced by the 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. 2 Competition We compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations, and with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements. We 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. Recent Developments Appointment of Chelsea Pullano as Chief Financial Officer of the Company Effective as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and U.S. Securities and Exchange Commission (the “SEC”) reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano provides strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”). In consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein by reference. Nasdaq Filing Rule Deficiencies On May 23, 2025, the Company received a staff determination letter from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had not filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1 10-Q”) and therefore was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company was advised that it had 60 calendar days to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing due date — which would correspond to a compliance deadline of November 17, 2025. The Company intends to submit such plan but there is no assurance the plan will be accepted or that the Company will achieve compliance within the timeframe. 3 On August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (“Q2 10-Q”), together with the previously delayed Q1 10-Q. The notice states that the Company must submit an updated plan to Nasdaq by September 8, 2025 to regain compliance with Listing Rule 5250(c)(1). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025. On November 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 10-Q”). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 10-Q with the SEC. On November 21, 2025, the Company formally requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the Company filed the Q2 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed. On April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”). The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1). 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 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance. On May 21, 2026, the Company received an additional delinquency notification letter 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 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). 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. Resolution of Minimum Bid Price Deficiency As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company had 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company was eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a) (3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the Minimum Bid Price Requirement. As a result, listing matter was closed. 4 Intellectual Property None. Employees and Human Capital Resources Greenwave employs 172 people as of June 12, 2026. 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. As appropriate, employees are provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to stockholders by working hard and being thoughtful and deliberate in how we use resources. Available Information We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the SEC. Our filings with the SEC are available free of charge on the SEC’s website at www.sec.gov and on our website at www.gwav.com under the “Filings” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. ITEM 1A. RISK FACTORS An investment in our securities involves a high degree of risk. This Annual Report on Form 10-K contains the risks applicable to an investment in our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities. Risk Factors Summary Risks Relating to Our Business and Industry ● We operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results, financial condition and cash flows. ● Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may adversely affect our operating results, financial condition and cash flows. ● Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales. ● Significant decreases in scrap metal prices may adversely impact our operating results. ● Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products. ● Impairment of long-lived assets and equity investments may adversely affect our operating results. ● Increases in the value of the U.S. dollar relative to other currencies may reduce the demand for our products. ● Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns. ● We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity. ● Climate change may adversely impact our facilities and our ongoing operations. 5 ● Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses. ● We depend on a small number of suppliers for the materials necessary to run our business. The loss of these suppliers, or their failure to supply us with these materials, would materially and adversely affect our business. ● We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024 revenues. ● We have a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations. ● We are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer. ● We may need to obtain additional financing to fund our operations. ● Our independent registered accounting firm has expressed concerns about our ability to continue as a going concern. ● In the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our financial condition. Risks Relating to Government Laws and Regulations ● Tax increases and changes in tax rules may adversely affect our financial results. ● We may not realize our deferred tax assets in the future. ● Environmental compliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of operations. ● Governmental agencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate. ● Compliance with existing and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results. Risks Relating to Intellectual Property ● We may not be able to protect our intellectual property rights throughout the world. ● We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and the outcome might have an adverse effect on the success of our business. ● We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property. Risks Related to our Common Stock ● The market price of our common stock may be volatile and adversely affected by several factors. ● If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares. ● We are a “smaller reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors. ● We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment. ● You could lose some or all of your investment. ● Our management controls a large block of our common stock that will allow them to control us. ● Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution. 6 ● Provisions in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our common stock. ● If securities or industry research analysts do not publish research or reports about our business, or if they issue unfavorable or misleading opinions regarding common stock, the market price and trading volume of our common stock could decline. ● Future sales and issuances of our common stock or rights to purchase our common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall. ● We have broad discretion in the use of the net proceeds from our public offerings and may not use them effectively. ● Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. ● If we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted Risks Relating to Our Business and Industry We operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results, financial condition and cash flows. Demand for most of our products is cyclical in nature and sensitive to general economic conditions. The timing and magnitude of the cycles in the industries in which our products are used, including global steel manufacturing and nonresidential and infrastructure construction in the U.S., are difficult to predict. The cyclical nature of our operations tends to reflect and be amplified by changes in economic conditions, both domestically and internationally, and foreign currency exchange fluctuations. Economic downturns or a prolonged period of slow growth in the U.S. and foreign markets or any of the industries in which we operate could have a material adverse effect on our results of operations, financial condition and cash flows. Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may adversely affect our operating results, financial condition and cash flows. A significant portion of the metal we process is sold to end customers located outside the U.S., including countries in Asia, the Mediterranean region and North, Central and South America. Our ability to sell our products profitably, or at all, is subject to a number of risks including adverse impacts of political, economic, military, terrorist or major pandemic events; labor and social issues; legal and regulatory requirements or limitations imposed by foreign governments including quotas, tariffs or other protectionist trade barriers, sanctions, adverse tax law changes, nationalization, currency restrictions, or import restrictions for certain types of products we export; and disruptions or delays in shipments caused by customs compliance or other actions of government agencies. The occurrence of such events and conditions may adversely affect our operating results, financial condition and cash flows. For example, in fiscal 2017, regulators in China began implementing the National Sword Initiative involving inspections of Chinese industrial enterprises, including recyclers, in order to identify rules violations with respect to discharge of pollutants or illegally transferred scrap imports. Restrictions resulting from the National Sword Initiative include a ban on certain imported recycled products, lower contamination limits for permitted recycled materials, and more comprehensive pre- and post-shipment inspection requirements. Disruptions in pre-inspection certifications and stringent inspection procedures at certain Chinese destination ports have limited access to these destinations and resulted in the renegotiation or cancellation of certain nonferrous customer contracts in connection with the redirection of such shipments to alternate destinations. Commencing July 1, 2019, China imposed further restrictions in the form of import license requirements and quotas on certain scrap products, including certain nonferrous products we sell. Chinese import licenses and quotas are issued to Chinese scrap consumers on a quarterly basis for the importation of scrap products. Since the implementation of this program, the size of import quotas has been steadily reduced on a quarter-over-quarter basis. We have continued to sell our recycled metal products into China; however, additional or modified license requirements and quotas, as well as additional product quality requirements, may be issued in the future. We believe that the potential impact on our recycling operations of the Chinese regulatory actions described above could include requirements that would necessitate additional processing and packaging of certain nonferrous recycled scrap metal products, increased inspection and certification activities with respect to exports to China, or a change in the use of our sales channels in the event of delays in the issuance of licenses, restrictive quotas or an outright ban on certain or all of our recycled metals products by China. As regulatory developments progress, we may need to make further investments in nonferrous processing equipment beyond existing planned investments where economically justified, incur additional costs in order to comply with new inspection requirements, or seek alternative markets for the impacted products, which may result in lower sales prices or higher costs and may adversely impact our business or results of operations. 7 In March 2018, the U.S. imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum products under Section 232 of the Trade Expansion Act of 1962. In March 2025, the U.S. raised tariffs on all imported steel and aluminum products to 25% without exception or exclusion. These new tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain affected countries, and other foreign governments have initiated or are considering imposing trade measures on other U.S. goods. For example, China has imposed a series of retaliatory tariffs on certain U.S. products, including a 25% tariff on all grades of U.S. scrap and an additional 25% on U.S. aluminum scrap. These tariffs and other trade actions could result in a decrease in international steel demand beyond that already experienced and further negatively impact demand for our products, which would adversely impact our business. Given the uncertainty regarding the scope and duration of these trade actions by the U.S. or other countries, the impact of the trade actions on our operations or results remains uncertain, but this impact could be material. Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales. Our businesses require certain materials that are sourced from third party suppliers. Industry supply conditions generally involve risks, including the possibility of shortages of raw materials, increases in raw material and other input costs, and reduced control over delivery schedules. We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have no obligation to sell scrap metal to us. In periods of declining or lower scrap metal prices suppliers may elect to hold scrap metal to wait for higher prices or intentionally slow their metal collection activities, tightening supply. If a substantial number of suppliers cease selling scrap metal to us, we will be unable to recycle metal at desired levels, and our results of operations and financial condition could be materially adversely affected. For instance, in the second quarter of fiscal 2020 a lower price environment for recycled metals in combination with economic and other restrictions on suppliers relating to COVID-19 severely constricted the supply of scrap metal including end-of-life vehicles, which resulted in significantly reduced processed volumes. A slowdown of industrial production in the U.S. may also reduce the supply of industrial grades of metal to the metals recycling industry, resulting in less recyclable metal available to process and market. Increased competition for domestic scrap metal, including as a result of overcapacity in the scrap recycling industry in the U.S. and Canada, may also reduce the supply of scrap metal available to us. Failure to obtain a steady supply of scrap material could both adversely impact our ability to meet sales commitments and reduce our operating margins. Failure to obtain an adequate supply of end-of-life vehicles could adversely impact our ability to attract customers and charge admission fees and reduce our parts sales. Failure to obtain raw materials and other inputs to steel production such as graphite electrodes, alloys and other required consumables, could adversely impact our ability to make steel to the specifications of our customers. Significant decreases in scrap metal prices may adversely impact our operating results. The timing and magnitude of the cycles in the industries in which we operate are difficult to predict and are influenced by different economic conditions in the domestic market, where we typically acquire our raw materials, and foreign markets, where we typically sell the majority of our products. Purchase prices for scrap metal including end-of-life vehicles and selling prices for recycled scrap metal are subject to market forces beyond our control. While we attempt to respond to changing recycled scrap metal selling prices through adjustments to our metal purchase prices, our ability to do so is limited by competitive and other market factors. As a result, we may not be able to reduce our metal purchase prices to fully offset a sharp reduction in recycled scrap metal sales prices, which may adversely impact our operating income and cash flows. In addition, a rapid decrease in selling prices may compress our operating margins due to the impact of average inventory cost accounting, which causes cost of goods sold recognized in the Consolidated Statements of Operations to decrease at a slower rate than metal purchase prices. 8 Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products. Economic expansions and contractions in global economies can result in supply and demand imbalances in the global steel industry that can significantly affect the price of commodities used and sold by our business, as well as the price of and demand for finished steel products. In a number of foreign countries, such as China, steel producers are generally government-owned and may therefore make production decisions based on political or other factors that do not reflect free market conditions. In the past, overcapacity and excess steel production in these foreign countries resulted in the export of aggressively priced semi-finished and finished steel products. This led to disruptions in steel-making operations within other countries, negatively impacting demand for our recycled scrap metal. Existing or new trade laws and regulations may cause or be inadequate to prevent disadvantageous trade practices, which could have a material adverse effect on our financial condition and results of operations. Although trade regulations restrict or impose duties on the importation of certain products, if foreign steel production significantly exceeds consumption in those countries, global demand for our recycled scrap metal products could decline and imports of steel products into the U.S. could increase, resulting in lower volumes and selling prices for our recycled metal products and finished steel products. Impairment of long-lived assets and equity investments may adversely affect our operating results. Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If, as a result of the impairment test, we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial condition and results of operations. Increases in the value of the U.S. dollar relative to other currencies may reduce the demand for our products. A significant portion of our recycled scrap metal revenues is generated from sales to foreign customers, which are denominated in U.S. dollars, including customers located in Asia, the Mediterranean region and North, Central and South America. A strengthening U.S. dollar, as experienced during recent years including fiscal 2020, makes our products more expensive for non-U.S. customers, which may negatively impact export sales. A strengthening U.S. dollar also makes imported metal products less expensive, which may result in an increase in imports of steel products into the U.S. As a result, our finished steel products, which are made in the U.S., may become more expensive for our U.S. customers relative to imported steel products thereby reducing demand for our products. Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns. Our business operations and recycling and manufacturing processes depend on critical pieces of equipment, including information technology equipment, shredders, nonferrous sorting technology, furnaces and a rolling mill, which may be out of service occasionally for scheduled upgrades or maintenance or as a result of unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, earthquakes, accidents or violent weather conditions. Interruptions in our processing and production capabilities and shutdowns resulting from unanticipated events could have a material adverse effect on our financial condition, results of operations and cash flows. We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity. We spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and compliance risks in respect of various matters, including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade and governmental matters that arise in the course of our business and in our industry. An outcome in an unusual or significant legal proceeding or compliance investigation in excess of insurance recoveries could adversely affect our financial condition and results of operations. For information regarding our current significant legal proceedings and contingencies, see “Legal Proceedings” in Part I, Item 3 and “Contingencies – Other” within Note 11 – Commitments and Contingencies in the notes to the financial statements. 9 Climate change may adversely impact our facilities and our ongoing operations. The potential physical impacts of climate change on our operations are highly uncertain and depend upon the unique geographic and environmental factors present, for example rising sea levels at deep water port facilities, changing storm patterns and intensities, and changing temperature levels. As many of our recycling facilities are located near deep water ports, rising sea levels may disrupt our ability to receive scrap metal, process the scrap metal through our shredders and ship products to our customers. Extreme weather events and conditions, such as hurricanes, thunderstorms, tornadoes, wildfires and snow or ice storms, may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Increased frequency and duration of adverse weather events and conditions may also inhibit construction activity utilizing our products, scrap metal inflows to our recycling facilities, and retail admissions and parts sales at our auto parts stores. Potential adverse impacts from climate change, including rising temperatures and extreme weather events and conditions, may create health and safety issues for employees operating at our facilities and may lead to an inability to maintain standard operating hours. Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses. Our operations depend, in part, on our ability to protect our facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. Despite precautions taken at our facilities, the occurrence of a natural disaster, an act of terrorism, vandalism or sabotage, spikes in usage volume or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce revenue, subject us to liability and lead to decreased usage of our platform and decrease sales of our advertising placements, any of which could harm our business. We depend on a small number of suppliers for the materials necessary to run our business. The loss of these suppliers, or their failure to supply us with these materials, would materially and adversely affect our business. We depend on the availability of key materials for our business from a small number of third-party suppliers. Because there are a limited number of suppliers for these materials, we may need to engage alternate suppliers to prevent a possible disruption. We do not have any control over the availability of materials. If we or our manufacturers are unable to purchase these materials on acceptable terms, at sufficient quality levels, or in adequate quantities, if at all, the successful operation of our business would be delayed or there would be a shortage in supply, which would impair our ability to generate revenues from our business. We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024 revenues. The Company has a concentration of customers. For the fiscal year ended December 31, 2025, two large customers individually accounted for $12,073,690 and $5,482,886, or approximately 25.88% and 11.75% of our revenues, respectively. For the fiscal year ended December 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325, or approximately 55.99% and 5.05% of our revenues, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by this customer or the future demand for the products and services of this customer in the end-user marketplace. In addition, revenues from larger customers, especially our largest customer may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. Further, some of our contracts with larger customers permit them to terminate our relationship at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations and/or trading price of our common stock. If our largest customer terminates our services, such termination would negatively affect our revenues and results of operations and/or trading price of our common stock. 10 We have a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations. We were incorporated in April 2013 and have a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. We may sustain losses in the future as we implement our business plan. There can be no assurance that we will operate profitably. We are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer. We are highly dependent on our management team, specifically our Chief Executive Officer, Danny Meeks. While we have an employment agreement with Danny Meeks, such employment agreement permits Mr. Meeks to terminate such agreement upon notice. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our key management personnel and our ability to identify, hire, and retain additional personnel. We carry “key-man” life insurance on the life of our executive officer. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly. We may need to obtain additional financing to fund our operations. We may need additional capital in the future to continue to execute our business plan. Therefore, we may be dependent upon additional capital in the form of either debt or equity to continue our operations. At the present time, we do not have arrangements to raise additional capital, and we may need to identify potential investors and negotiate appropriate arrangements with them. We may not be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot obtain the needed capital, we may not be able to become profitable and may have to curtail or cease our operations. Additional equity financing, if available, may be dilutive to the holders of our capital stock. Debt financing may involve significant cash payment obligations, covenants and financial ratios that may restrict our ability to operate and grow our business. Our independent registered accounting firm has expressed concerns about our ability to continue as a going concern. The report of our independent registered accounting firm expresses concern about our ability to continue as a going concern based on our historical losses from operations and the potential need for additional financing to fund our operations. It is not possible at this time for us to predict with assurance the potential success of our business. If we cannot continue as a viable entity, we may be unable to continue our operations and you may lose some or all of your investment in our securities. In the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our financial condition. As reported in Item 9A of this Annual Report on Form 10-K, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 and 2024 due to material weaknesses regarding our controls and procedures. The Company did not have sufficient segregation of duties to support its internal control over financial reporting. Due to our small size and limited resources, segregation of all conflicting duties has not always been possible and may not be economically feasible in the near term; however, we do expect to hire additional accounting personnel in the near future. We have and do endeavor to take appropriate and reasonable steps to make improvements to remediate these deficiencies. If we have continued material weaknesses in our internal financial reporting, our financial condition could be impaired or we may have to restate our financials, which could cause us to expend additional funds that would have a material impact on our ability to generate profits and on the success of our business. 11 Risks Relating to Government Laws and Regulations Tax increases and changes in tax rules may adversely affect our financial results. As a company conducting business on a global basis with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state, local and foreign tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules. In many cases, such changes put us at a competitive disadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers. We may not realize our deferred tax assets in the future. The assessment of recoverability of our deferred tax assets is based on an evaluation of existing positive and negative evidence as to whether it is more-likely-than-not that they will be realized. If negative evidence outweighs positive evidence, a valuation allowance is required. Impairment of deferred tax assets may result from significant negative industry or economic trends, a decrease in earnings performance and projections of future taxable income, adverse changes in laws or regulations, and a variety of other factors. Impairment of deferred tax assets could have a material adverse impact on our results of operations and financial condition and could result in not realizing the deferred tax assets. Deferred tax assets may require further valuation allowances if it is not more-likely-than-not that the deferred tax assets will be realized. Environmental compliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of operations. Compliance with environmental laws and regulations is a significant factor in our business. We are subject to local, state and federal environmental laws and regulations in the U.S. and other countries relating to, among other matters: ● Waste disposal; ● Air emissions; ● Waste water and storm water management, treatment and discharge; ● The use and treatment of groundwater; ● Soil and groundwater contamination and remediation; ● Climate change; ● Generation, discharge, storage, handling and disposal of hazardous materials and secondary materials; and ● Employee health and safety. We are also required to obtain environmental permits from governmental authorities for certain operations. Violation of or failure to obtain permits or comply with these laws or regulations could result in our business being fined or otherwise sanctioned by regulators or becoming subject to litigation by private parties. Future environmental compliance costs, including capital expenditures for environmental projects, may increase because of new laws and regulations, changing interpretations and stricter enforcement of current laws and regulations by regulatory authorities, expanding emissions, groundwater and other testing requirements and new information on emission or contaminant levels, uncertainty regarding adequate pollution control levels, the future costs of pollution control technology and issues related to climate change. We have seen an increased focus by federal, state and local regulators on metals recycling and auto dismantling facilities and new or expanding regulatory requirements. 12 Our operations use, handle and generate hazardous substances. In addition, previous operations by others at facilities that we currently or formerly owned, operated or otherwise used may have caused contamination from hazardous substances. As a result, we are exposed to possible claims, including government fines and penalties, costs for investigation and clean-up activities, claims for natural resources damages and claims by third parties for personal injury and property damage, under environmental laws and regulations, especially for the remediation of waterways and soil or groundwater contamination. These laws can impose liability for the cleanup of hazardous substances even if the owner or operator was neither aware of nor responsible for the release of the hazardous substances. We have, in the past, been found not to be in compliance with certain of these laws and regulations, and have incurred liabilities, expenditures, fines and penalties associated with such violations. Environmental compliance costs and potential environmental liabilities could have a material adverse effect on our financial condition, results of operations and cash flows. See “Contingencies – Environmental” in Note 11 – Commitments and Contingencies in the Notes to the Consolidated Financial Statements. Governmental agencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate. We conduct certain of our operations subject to licenses, permits and approvals from state and local governments. Governmental agencies often resist the establishment of certain types of facilities in their communities, including auto parts facilities. Changes in zoning and increased residential and mixed-use development near our facilities are reducing the buffer zones and creating land use conflicts with heavy industrial uses such as ours. This could result in increased complaints, increased inspections and enforcement including fines and penalties, operating restrictions, the need for additional capital expenditures and increased opposition to maintaining or renewing required approvals, licenses and permits. In addition, from time to time, both the U.S. and foreign governments impose regulations and restrictions on trade in the markets in which we operate. In some countries, governments require us to apply for certificates or registration before allowing shipment of recycled metal to customers in those countries. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. Failure to obtain these approvals could cause us to limit or discontinue operations in these locations or prevent us from developing or acquiring new facilities, which could have a material adverse effect on our financial condition and results of operations. Compliance with existing and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results. Future legislation or increased regulation regarding climate change and greenhouse gas “GHG” emissions could impose significant costs on our business and our customers and suppliers, including increased energy, capital equipment, emissions controls, environmental monitoring and reporting and other costs in order to comply with laws and regulations concerning and limitations imposed on climate change and GHG emissions. The potential costs of allowances, taxes, fees, offsets or credits that may be part of “cap and trade” programs or similar future legislative or regulatory measures are still uncertain and the future of these programs or measures is unknown. Future climate change and GHG laws or regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to such requirements. Until the timing, scope and extent of any future laws or regulations becomes known, we cannot predict the effect on our financial condition, operating performance or ability to compete. Furthermore, even without such laws or regulations, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the metals recycling and steel manufacturing industries could harm our reputation and reduce customer demand for our products. See “Business – Environmental Matters” in Part I, Item 1 of this Annual Report for further detail. Risks Relating to Intellectual Property We may not be able to protect our intellectual property rights throughout the world. The success of our business depends on our continued ability to use our existing tradename in order to increase our brand awareness. The unauthorized use or other misappropriation of any of our brand names could diminish the value of our business which would have a material adverse effect on our financial condition and results of operation. 13 We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and the outcome might have an adverse effect on the success of our business. Competitors may infringe our trademarks or other intellectual property. Moreover, it may be difficult or impossible to obtain evidence of infringement by a competitor. To counter infringement or unauthorized use, we may be required to file infringement claims on an individual basis, which can be expensive and time-consuming and divert the time and attention of our management. There can be no assurance that we will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property. Some of our employees may have executed non-disclosure and non-competition agreements in connection with their previous employment. Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have used or disclosed confidential information or intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims. We may also face claims that our use of technology licensed or otherwise obtained from a third party infringes the rights of others, under such case we may not be allowed to continue using such technology and selling our inventories containing such technology. In such cases, we may seek indemnification from our licensors/suppliers under our contracts with them. However, indemnification may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors. In addition, we may have to find substitute to keep using similar technology to our products, which may be time-consuming and costly, if not impossible, upon such period our sales or manufacture of certain products may be negatively influenced. Risks Relating to Ownership of our Common Stock The market price of our common stock may be volatile and adversely affected by several factors. The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to: our ability to execute our business plan; operating results below expectations; our issuance of additional securities, including debt or equity or a combination thereof, necessary to fund our operating expenses; announcements of technological innovations or new products by us or our competitors; and period-to-period fluctuations in our financial results. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain a listing on a national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. 14 We are a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors. We qualify as a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a “smaller reporting company,” and have either: (i) a public float of less than $250 million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float or (B) a public float of less than $700 million. As a “smaller reporting company,” we are entitled to rely on certain reduced disclosure requirements, such as an exemption from providing executive compensation information in our periodic reports and proxy statements. We are also exempt from the auditor attestation requirements provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock or warrants less attractive as a result, there may be a less active trading market for our common stock and our stock prices may be more volatile. We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment. Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment. You could lose some or all of your investment. An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying value. You could lose some or all of your investment. Our management controls a large block of our common stock that will allow them to control us. As of June 12, 2026, members of our management team beneficially own approximately 2.67% of our outstanding common stock. Further, there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number of common shares outstanding. As a result, management may have the ability to control substantially all matters submitted to our stockholders for approval including: ● Election and removal of our directors; ● Amendment of our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws; and ● Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. 15 In addition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price. Any additional investors will own a minority percentage of our common stock and will have minority voting rights. Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution. We are authorized to issue up to 1,200,000,000 shares of common stock, of which 829,631 shares of common stock are issued and outstanding as of December 31, 2025. Further, there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number of common shares outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of stockholders. Consequently, our stockholders may experience further dilution in their ownership of our stock in the future, which could have an adverse effect on the trading market for our common stock. Provisions in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our common stock. Our Second Amended and Restated Certificate of Incorporation provides that all Internal Corporate Claims must be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware). The exclusive forum provision may limit a stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes based upon Internal Corporate Claims, which may discourage lawsuits against us or our current or former directors or officers and/or stockholders in such capacity. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action, we may incur costs associated with resolving the dispute in other jurisdictions, which could have a material adverse effect on our business and operations. If securities or industry research analysts do not publish research or reports about our business, or if they issue an unfavorable or misleading opinion regarding our common stock, the market price and trading volume of our common stock could decline. The trading market for our common stock will rely in part on the research and reports that securities or industry research analysts, over whom we have no control, publish about us and our business. If any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Future sales and issuances of our common stock or rights to purchase our common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall. We expect that significant additional capital may be needed in the future to continue our planned operations, including expanded research and development activities and costs associated with operating a public company. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock. 16 We have broad discretion in the use of the net proceeds from our public offerings and may not use them effectively. Our management has broad discretion in the application of the net proceeds from our public offerings, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds from our public offerings in ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from our public offerings in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. If we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted. On April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed the 2025 Form 10-K with the SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Listing Rule 5250(c)(1). The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with the Listing Rule 5250(c)(1). 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 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance. Our common stock is listed on the Nasdaq Capital Market. Although we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our securities will be, or will continue to be, listed on the Nasdaq in the future. In order to continue listing our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels. Generally, among other requirements, we must maintain a minimum bid price of our common stock (generally, $1.00) minimum amount in stockholders’ equity (generally, $2,500,000), maintain a minimum number of holders of our securities (generally, 300 public holders), and must timely file all required periodic financial reports with the SEC. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, but not limited to: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. If our common stock is delisted, it could reduce the price of our common stock. In addition, the delisting of our common stock could materially adversely affect our access to the capital markets and any limitation on liquidity or reduction in the price of our common stock could materially adversely affect our ability to raise capital. Delisting from Nasdaq could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and employees, the loss of institutional investor interest and fewer business development opportunities. 17 Due to the implementation of reverse stock splits, the liquidity of our common stock may be adversely effected. We conducted a one-for-one hundred fifty (1:150) reverse stock split of our common stock that we effectuated with an effective time of 11:59 p.m. Eastern Time on May 31, 2024 (the “2024 Reverse Stock Split”) and a one-for-one hundred and ten (1:110) reverse stock split of our common stock that was effectuated with an effective time of 5:00 p.m., eastern time, on August 22, 2025 (the “2025 Reverse Stock Split” and together with the 2024 Reverse Stock Split, the “Reverse Stock Splits”) Our common stock began trading on Nasdaq on a split-adjusted basis beginning at the open of the market on June 3, 2024 and August 25, 2025, respectively. The liquidity of the shares of our common stock may be affected adversely by any reverse stock split given the reduced number of shares of our common stock that are outstanding following the Reverse Stock Splits, especially if the market price of our common stock does not increase as a result of the Reverse Stock Splits. Following the Reverse Stock Splits, the resulting market price of our common stock may not attract new investors and may not satisfy the investing requirements of those investors. Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the Reverse Stock Splits resulted in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve. In September 2024, the Company received the Notice from Nasdaq notifying the Company that it was not in compliance with the Minimum Bid Price Requirement, as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. In September 2025, following the 2025 Reverse Stock Split, the Company received formal notice from the Staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the Minimum Bid Price Requirement and that the listing matter was closed. In January 2025, the SEC approved amendments to Nasdaq Listing Rule 5810(c)(3)(A) that restrict the ability of listed companies to use reverse stock splits as a compliance tool. Under the amended rules, if a company effects a reverse stock split and subsequently fails to maintain the minimum bid price requirement within one year, the company will not be eligible for any compliance period and Nasdaq will issue a delisting determination. In addition, companies that effect reverse stock splits with a cumulative ratio of 250-to-1 or greater over any two-year period are subject to immediate delisting without a compliance period. Thus, if the Company’s stock price subsequently falls below $1.00 for 30 consecutive trading days within one year of its most recent reverse stock split, a subsequent reverse stock split may not result in sustained compliance with the minimum bid price requirement, and the amended Nasdaq rules may preclude the Company from relying on an additional compliance period if its stock price were to subsequently fall below Minimum Bid Price Requirement within one year of such reverse split. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 1C. CYBERSECURITY Cybersecurity risks are a growing threat to us and other businesses, including our ERP and other third-party providers, which are vulnerable to cyberattacks, malware, and other system failures that may result in unauthorized access, damage, and other harms to our business or reputation. Protecting the confidentiality, integrity, and availability of our business information, intellectual property, customer, patient and employee data, and technology systems is critical to our business and operations, ability to comply with regulatory requirements, and reputation. Accordingly, Cybersecurity is an important and integrated part of the Company’s enterprise risk management function that identifies, monitors, and mitigates business, operational, and legal risks. Accordingly, we have established Cybersecurity standards, policies, and operating procedures, for the purpose of implementing information protection processes and technologies; carrying out Cybersecurity risk detection, identification, assessment, response, and monitoring; assigning responsibility within our organization for risk detection and oversight; implementing Cybersecurity training; governing internal communications regarding Cybersecurity risks; and making required public and regulatory disclosures regarding Cybersecurity threats and incidents. We oversee risks from Cybersecurity threats associated with our use of third-party service providers by requiring our vendors to agree that they have and will maintain appropriate Cybersecurity controls, such as through standard contractual provisions, and by coordinating with key vendors with respect to integration with our systems. Our Cybersecurity risk management program is based on the National Institute of Standards and Technology (“NIST”) framework. Key components of our Cybersecurity risk management program include the use of third-party service providers, as appropriate, to assess, test, or otherwise assist with aspects of our security processes. For example, we employed a third-party cyber risk consultant to assess our overall Cybersecurity risk framework against NIST standards. We have also engaged third-party experts to perform penetration testing of our IT systems, and we have considered the results of such tests to enhance our Cybersecurity systems and controls, as appropriate. Our management, including leaders from our IT, information security, legal, and compliance teams, is responsible for implementing our Cybersecurity standards, policies, and operating procedures, under the ultimate oversight of our Chief Financial Officer. We regularly discuss and assess Cybersecurity risks. 18 Our Audit Committee assists our Board in overseeing Cybersecurity risk management and the integrity of our information technology systems, processes, and data. Periodically, the Audit Committee reviews and discusses with management, and, in its discretion, third party vendors or other external experts, the adequacy of security for our information technology systems, processes, and data; our incident response and contingency plans in the event of a breakdown or security breach affecting the security of our information technology systems or data or the information technology systems, processes, and data of our clients; and any new threats or incidents that have or may impact us. The Audit Committee receives reports on the operation of such programs from the Chief Financial Officer as appropriate. The Audit Committee also reviews management reports regarding the evolving threat environment, vulnerability assessments, and specific Cybersecurity incidents. Periodically, the Audit Committee reports on Cybersecurity matters, incidents, and risk oversight to the Board. Although we have no t experienced a cyberattack or other Cybersecurity incident that has materially affected us, we cannot guarantee that we will not experience Cybersecurity incidents that may have a material effect on us in the future. We may not be able to protect our systems and networks, or the confidentiality of our confidential or other information (including personal information), from cyberattacks and other unauthorized access, disclosure, and disruption. ITEM 2. PROPERTIES We own the property underlying our scrap yards located at: ● 4091 Portsmouth Blvd., Portsmouth, VA 23701 ● 22097 Brewers Neck Blvd., Carrollton, VA 23314 ● 1576 Millpond Rd., Elizabeth City, NC 27909 ● 8952 Richmond Rd., Toano, VA 23168 ● 9922 Hwy 17 S., Vanceboro, NC 28586 ● 1040 Oceana Blvd, Virginia Beach, VA 23454 ● 406 Sandy Street, Fairmont, NC 28340 Further, we own properties located at 278 and 276 Suburban Drive, Suffolk, VA 23434 and 4087, 4089, 4091, 4103, 4105 and 4117 Portsmouth Blvd, Portsmouth, VA 23701. The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements by May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement. On March 15, 2024, the Company entered into leasing agreements for a scrap yard located in Cleveland, Ohio. 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; $23,000 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, includes two options to extend for five years each, and the Company was required to make a security deposit of $17,000. In May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up and waste management obligations. Under the amended terms, rent was $23,000 for May 2025, $17,000 per month from June 1, 2025 through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027 through February 28, 2028. The Company remains responsible for payment of property taxes related to the premises. All other material terms of the lease remain unchanged. We believe that our facilities are adequate for our current needs and that, if required, we will be able to expand our current space or locate suitable new office space and obtain a suitable replacement for our executive and administrative headquarters. 19 ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We investigate these claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. On October 25, 2024, Arena Special Opportunities Fund, LP and related entities ("Arena") filed a lawsuit against the Company in New York State Court (Index No. 655660/2024) (the "Action"), arising from promissory notes previously issued to Arena and their conversion into the Company's common stock. The complaint alleges, among other things, breach of contract based on an alleged "equity conditions failure." Discovery in the Action is complete, and the Company expects the matter to be resolved through trial or settlement by the end of 2026. The Company believes it has meritorious defenses and intends to vigorously defend the Action. At this time the Company is unable to predict the outcome or to reasonably estimate the amount or range of any possible loss, and accordingly no liability has been recorded. We are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Trading Symbol Since July 22, 2022, our common stock has been traded on Nasdaq under the symbol “GWAV.” The last reported sale price of Common Stock as of June 11, 2026, on Nasdaq was $3.50 per share. Holders As of June 12 , 2026, there were 142 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent of our Common Stock is Equity Stock Transfer, located at 237 W. 37 th St. #602, New York, NY 10018. Dividend Policy We have never declared or paid cash or stock dividends on our common stock and do not anticipate paying any dividends on the shares of our common stock in the foreseeable future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Any future determination to declare dividends on common stock will be made at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. 20 Securities Authorized for Issuance Under Equity Compensation Plans Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) Equity compensation plans approved by security holders (1) 13,970 $ 3,723,473 13,388 Equity compensation plans not approved by security holders — — — Total 13,970 $ 3,723,473 13,388 (1) Includes the 2014 Stock Incentive Plan, 2015 Stock Incentive Plan, 2016 Stock Incentive Plan, 2017 Equity Incentive Plan, 2018 Equity Incentive Plan, 2021 Equity Incentive Plan, 2022 Equity Incentive Plan, the 2023 Equity Incentive Plan, and the 2024 Equity Incentive Plan, as amended. ITEM 6. RESERVED. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion and other sections of this Annual Report contain forward-looking statements that involve risks and uncertainties, such as our plans, objectives, expectations, intentions, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors.” You should also carefully read “Special Note Regarding Forward-Looking Statements”. Overview We were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate 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 have discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia. 21 Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process. We 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. The shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and aluminum). One of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability of our existing operations. However, there is no guarantee that we will be able to open such facility in the future. Empire is headquartered in Chesapeake, Virginia and employs 172 people as of June 12, 2026. Results of Operations For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 For the Fiscal Year ended 31-Dec-25 31-Dec-24 $ Change %Change Revenues $ 46,660,320 $ 33,315,859 $ 13,344,461 40.1 % Gross Profit 11,873,425 12,989,478 (1,116,053 ) (8.6 )% Operating Expenses 31,694,143 47,251,411 (15,557,268 ) (32.9 )% Loss from Operations (19,820,718 ) (34,261,933 ) 14,441,215 (42.1 )% Other Income (Expense) (1,775,910 ) 10,344,580 (12,120 ,490 ) (117.2 )% Net Loss Available to Common Stockholders $ (24,596,592 ) $ (100,446,189 ) $ 75,849,597 (75.51 )% Revenues For the year ended December 31, 2025, we generated $46,660,320 in revenues, as compared to $33,315,859 for the year ended December 31, 2024, an increase of $13,344,461. This increase was primarily driven by the Company’s sale of inventory accumulated during the fourth quarter of 2024 in anticipation of metal tariffs in early 2025, which contributed to higher pricing for domestic scrap metal. As previously disclosed, inventories decreased to $2,240,943 as of December 31, 2025, from $2,889,682 at December 31, 2024 as the Company sold the accumulated inventory. Metal revenues increased to $32,888,499 during the year ended December 31, 2025, from $23,296,239 during the year ended December 31, 2024, an increase of 9,592,260. This increase was primarily driven by the Company’s sale of inventory accumulated during late 2024, as well as by rising scrap prices. Hauling revenues increased to $13,695,565 during the year ended December 31, 2025, from $9,881,820 during the year ended December 31, 2024, an increase of 3,813,745. This increase was primarily driven by increased sales volume and efforts by the Company to reduce empty hauling legs. 22 Cost of revenues Our cost of revenues increased to $34,786,895 for the year ended December 31, 2025, from $20,326,381 for the year ended December 31, 2024, an increase of $14,460,514, primarily due to higher sales volumes in 2025, including the sale of inventory accumulated in late 2024, as well as increased activity levels associated with higher revenues. Metal costs increased to $27,473,253 during the year ended December 31, 2025 from $14,508,923 during the same period in 2024, an increase of $12,964,330, primarily due to higher sales volumes and the sale of inventory accumulated in late 2024. Hauling costs increased to $7,313,641 for the year ended December 31, 2025 from $5,817,458 during the same period in 2024, an increase of $1,496,183, due to the corresponding increase in hauling revenue. The cost of other revenue remained at $0 for the year ended December 31, 2025, compared to $0 during the same period in 2024. Gross profit Our gross profit increased to $11,873,425 during the year ended December 31, 2025, as compared to $12,989,478 during the same period in 2024, a decrease of $1,116,053, primarily due to higher cost of sales relative to higher revenues in 2025 due to rapid scaling, including the sale of inventory accumulated in late 2024 at improved pricing. The Company expects cost of sales to normalize over time as it shifts focus from rapid revenue growth to cost saving measures. Our gross margin decreased to approximately 25.4% during the year ended December 31, 2025, from approximately 39.0% during the same period in 2024, reflecting higher cost of revenues relative to revenue and a change in sales mix. Gross profit on metal decreased to approximately $5,415,245 during the year ended December 31, 2025, from $8,787,316 during the same period in 2024, a decrease of approximately $3,372,071, primarily due to higher metal costs associated with increased sales volumes and the sale of inventory accumulated in late 2024, which resulted in lower margins despite higher revenues. Gross profit on hauling increased to approximately $5,643,347, or approximately 48%, during the year ended December 31, 2025, from $4,064,362, or 41%, during the same period in 2024, an increase of approximately $1,578,985, primarily due to increased hauling revenues and improved cost efficiencies compared to the prior year. Operating Expenses For the years ended December 31, 2025 and 2024, our operating expenses were $31,694,143 and $47,251,411, respectively, representing a decrease of $15,557,268 in 2025 compared to the prior period. Payroll and related expenses increased by $3,091,612 to $11,273,313 for 2025 as compared to $8,181,701 for the same period in 2024, reflecting continued investment in personnel, while advertising expense increased by $120,298 to $173,445 for 2025 compared to $53,147 for 2024. Depreciation and amortization expense increased by $1,326,885 to $8,664,778 from $7,337,893, and hauling and equipment maintenance costs decreased by $53,594 to $5,243,036. There were also decreases in consulting, accounting, and legal expenses, which declined by $1,361,686 to $1,818,126 for 2025, and in rent, utilities and property maintenance, which decreased by $1,660,454 to $1,020,000 for 2025, in each case as compared to 2024, as the Company owned properties that it previously leased. Additionally, no impairment charges were recorded in 2025 compared to $439,086 in 2024, and significant non-recurring expenses in 2024, including a $12,338,550 loss on related-party assets and $3,004,909 of warrants issued for services, did not recur in 2025. Stock-based compensation decreased to $100,000 in 2025 from $823,500 in 2024, and a gain on disposal of assets of approximately $202,466 was recorded in 2025. Other general and administrative expenses decreased modestly by $311,818 to $3,603,911. Overall, the decrease in operating expenses was primarily driven by the absence of significant non-recurring charges incurred in 2024, partially offset by increases in payroll, depreciation, and operating activity-related costs. 23 There were $0 and $12,338,550 in losses on assets acquired from related parties during the years ended December 31, 2025 and 2024, respectively, a decrease of $12,338,550, as no such transactions occurred in 2025. The loss recognized in 2024 was associated with the Company’s purchase of land and permits underlying seven of its scrap yards from a related party. The SEC requires companies to record assets acquired from related parties at the related party’s historical cost basis, regardless of the assets’ current fair market value, and as the Company’s Chairman began acquiring these properties approximately 20 years ago, the assets had appreciated significantly since their original purchase, resulting in a non-cash loss upon acquisition in 2024. As a result of these transactions, the Company expects to realize approximately $1.7 million in annual cash savings from reduced rent expense and now owns key infrastructure supporting its operations and future expansion. Loss from Operations Our loss from operations decreased by $14,441,215 to $19,820,718 during the year ended December 31, 2025, from $34,261,933 during the year ended December 31, 2024. Other Income (Expense) During the year ended December 31, 2025, there was other expense of $(1,775,910), as compared to other income of $10,344,580 for the year ended December 31, 2024, a decrease of $12,120,490. Interest expense decreased to $(2,839,749) during fiscal year 2025 as compared to $(5,364,703) during fiscal year 2024. There was a gain on settlement of non-convertible notes payable and advances of $0 during the year ended December 31, 2025, as compared to $1,056,962 during the same period in 2024, along with other income of $26,970 and related-party income of $56,100 in 2025. These items were partially offset by a gain on extinguishment of debt of $980,769 during the year ended December 31, 2025, as compared to a loss of $(16,351,827) during the same period in 2024. There were no gains or losses related to derivative liabilities, conversions of convertible notes, or warrant-related financing activities during 2025, compared to significant activity in 2024, including a $48,314,949 gain from the change in fair value of derivative liabilities, a $(14,213,480) loss on conversion of convertible notes, and $(3,029,927) of warrant-related expenses. Overall, the change in other income (expense) was primarily driven by the absence of significant non-recurring gains recognized in 2024. Net Loss available to common stockholders Our net loss available to common stockholders decreased by $75,849,597 to ($24,596,592) during the year ended December 31, 2025, from $100,446,189 during the year ended December 31, 2024. Liquidity and Capital Resources Net cash used in operating activities for the years ended December 31, 2025 and 2024 was $5,975,441 and $17,254,723, respectively. Cash flows used in operations in 2025 were impacted by depreciation and amortization of $8,664,778, interest and amortization of debt discount of $2,839,749, stock-based compensation of $100,000, partially offset by a gain on settlement of non-convertible notes payable and advances of $980,267 and a gain on asset of $202,466. Changes in operating assets and liabilities in 2025 included a decrease in due to related parties of $200,403, a decrease in inventories of $648,739, a decrease in accounts receivable of $137,466, a decrease in prepaid expenses to $396,889, and an increase in accounts payable and accrued expenses to $4,264,931 compared to the prior period. Cash flows used in operations in 2024 were impacted by depreciation and amortization of $7,337,893, interest and amortization of debt discount of $5,364,703, a loss on conversion of debt of $14,213,480, a loss on assets acquired from related parties of $12,338,550, stock-based compensation of $823,500, warrants issued for services of $3,004,909, a loss on extinguishment of debt of $16,351,827, and a gain on the change in fair value of derivative liabilities of $48,314,949. Changes in operating assets and liabilities in 2024 included a decrease due to related parties of $1,685,205, an increase in inventories of $2,689,254, an increase in accounts receivable of $745,477, an increase in prepaid expenses of $687,194, and a decrease in accounts payable and accrued expenses of $969,383 compared to the prior period. 24 Net cash used in investing activities was $(934,299) for the year ended December 31, 2025, as compared to net cash used in investing activities of $(15,921,990) for the year ended December 31, 2024. During 2025, there were purchases of property and equipment of $2,068,086, partially offset by proceeds from the disposal of assets of $1,133,787, while no purchases from related parties were made in 2025. During 2024, cash used in investing activities consisted of purchases of property and equipment of $12,339,809 and purchases from related parties of $3,582,181. Net cash provided by financing activities was $5,269,039 for the year ended December 31, 2025, as compared to $34,207,018 for the year ended December 31, 2024. During 2025, financing activities included proceeds from the issuance of common stock with warrants of $10,478,605 and proceeds from bank overdrafts of $68,555, offset by repayments of $2,300,000 on related party notes and $2,841,012 on non-convertible notes. During 2024, financing activities included proceeds from the issuance of common stock with warrants of $40,369,115, proceeds from warrant exercises of $2,834,741, proceeds from bank overdrafts of $112,933, and proceeds from factoring of $2,843,950, offset by repayments of $2,910,193 on non-convertible notes, $3,538,388 on factoring arrangements, $4,008,057 on related-party notes, and $1,497,083 on convertible notes. Capital Resources As of December 31, 2025, we had cash on hand of $935,763, as compared to $2,576,464 as of December 31, 2024. We currently have no external sources of liquidity, such as arrangements with credit institutions, that have had or are reasonably likely to have a current or future effect on our financial condition or provide immediate access to capital. Required Capital over the Next Fiscal Year We may require additional capital in the future to continue executing our business plan and supporting our growth initiatives. During the year ended December 31, 2025, we raised capital through the issuance of common stock with warrants; however, we do not currently have committed arrangements with credit institutions or other financing sources that would provide immediate access to additional capital. As a result, we may seek to raise additional funds through equity or debt financings. There can be no assurance that such financing will be available when needed or on terms favorable to us. If we are unable to obtain sufficient capital, we may be required to delay, reduce, or eliminate certain aspects of our operations or growth strategy. Any additional equity financing may be dilutive to existing stockholders, while debt financing, if available, could involve restrictive covenants, increased interest costs, and obligations that may impact our financial flexibility and ability to operate our business. Going Concern and Management’s Liquidity Plans As of December 31, 2025, the Company had cash of $935,763 and a working capital deficit (current liabilities in excess of current assets) of $(18,339,586). During the year ended December 31, 2025, net cash used in operating activities was $(5,975,441). The accumulated deficit as of December 31, 2025 was $(520,910,428). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements. 25 If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2025. Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in enhanced income tax disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Disclosure Improvements In October 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates into the FASB Accounting Standards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection with the SEC’s Disclosure Update and Simplification Initiative (SEC Release No. 33-10532). The amendments modify or add various disclosure and presentation requirements across a number of Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the impact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures. Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. 26 Credit Losses – Accounts Receivable and Contract Assets In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all entities with a practical expedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Under the practical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast period, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets. The standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual periods, applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Critical Accounting Policies Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Intangible: Intangible assets with finite useful lives consist of tradenames, licenses and customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. During the fiscal years ended December 31, 2025 and 2024, the Company recorded $2,958,500 and $2,958,500 in amortization of intangible assets, respectively. Income Taxes: The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. 27 Greenwave has also experienced impacts of inflation to its operations, mainly the significant increases in the prices of recycled metal, which in turn, has resulted in increases to the Company’s revenue and profit margin. The Company has also experienced increases to its wages and salaries, hauling, and towing expenses caused by inflation, but is taking steps to minimize impacts to the Company’s financial position. Greenwave does not experience material changes to its business due to seasonality. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required by this Item. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements required to be included in this Annual Report appear as indexed in the appendix to this Annual Report beginning on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Pursuant to Rules 13a-15(b) and 15-d-15(b) under the Exchange Act, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term “disclosure controls and procedures,” as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon such evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of December 31, 2025 were not effective (at a reasonable assurance level) due to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the U.S. Accordingly, management believes that the financial statements included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. Our principal executive officer and principal financial officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 28 Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on this assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 due to material weaknesses, including the lack of segregation of duties and the need for a stronger internal control environment, as well as an insufficient process to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in the closing process not identifying all required adjustments and disclosures in a timely manner. The Company plans to take steps to enhance and improve the design of its internal control over financial reporting. To remediate these material weaknesses, the Company has begun hiring additional qualified accounting personnel and implementing enhanced review procedures; however, such remediation efforts are dependent upon the Company securing additional financing or generating sufficient revenue to support these improvements. Until these material weaknesses are remediated, they could result in material misstatements not being prevented or detected on a timely basis. Inherent Limitations on Effectiveness of Controls and Procedures The Company’s management, including its CEO and CFO, does not expect that internal control over financial reporting will prevent or detect all errors and fraud. Any system of controls can provide only reasonable, not absolute, assurance of achieving its objectives. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements, and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that compliance with policies or procedures may deteriorate. The small size of the Company’s accounting staff may limit its ability to maintain adequate segregation of duties due to cost-benefit considerations. This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting, as the Company is not required to obtain such attestation. Changes in Internal Control over Financial Reporting During the most recent fiscal quarter, the Company began hiring additional accounting personnel and implementing enhanced procedures to improve segregation of duties and strengthen its internal control environment. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Arrangement During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 29 PART III Item 10. Directors, Executive Officers and Corporate Governance Our Directors The Company’s Board of Directors (the “Board” or “Board of Directors”) consists of three members. The number of directors on our Board can be evaluated and amended by action of our Board. The table below states certain information with respect to each director of the Company’s. There are no arrangements or understandings between the Company and any director pursuant to which such person was elected or nominated to be a director of our Company. For information with respect to security ownership of directors, see “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .” Name Age Executive Position Danny Meeks 52 Chief Executive Officer, Chairman of the Board Cheryl Lanthorn 55 Director Lisa Lucas-Burke 62 Director Mr. Danny Meeks, Chief Executive Officer and Chairman – Mr. Meeks is the Chief Executive Officer of the Company, a position he has held since September 30, 2021. He has served as a director and Chairman of the Board since June 2021. He has served as interim Chief Financial Officer from November 2021 to April 2022 and from April 2025 to February 2026. He was the sole owner and President of Empire Services, Inc., a metal recycling company he founded in 2002, until its acquisition by the Company in September 2021. Additionally, Mr. Meeks has been serving as the President of DWM Properties, LLC, his real estate holding company, since 2002 and as the President of Select Recycling and Waste Services, Inc., a waste disposal and recycling company, from October 2016 to present. Mr. Meeks graduated from Manor High School in 1993. Mr. Meeks is well-suited to serve on our Board due to his significant business and management experience and deep knowledge of growth and commercialization strategies. Mr. Meeks joined the Company’s Board to foster revenue-generating capabilities for the Company. Mrs. Cheryl Lanthorn, Director – Mrs. Lanthorn has served as a Director of the Company since April 2022. Mrs. Lanthorn began her career as a Personal Administrator at Welton, Duke & Hawks before rising to an Accounting Administrator due to her work-ethic, extensive accounting knowledge, and attention to detail. For the next 14 years, Mrs. Lanthorn was a Software Trainer and Content Developer for Applied Systems, Inc., where she created webinars and instructional documentation to teach employees how to best utilize TAM, Vision, Epic, and other scalable software programs. From December 2015 to July 2022, Mrs. Lanthorn served as an Account Executive at Brown & Brown Insurance, where she managed one of the company’s largest books of business, managed employees and their books, trains new employees, and performed various other administrative duties. Since August 2022, Mrs. Lanthorn has been a Senior Account Manager at Marsh McLennan Agency, LLC, where she manages large corporate accounts. Lisa Lucas-Burke, Director – Ms. Lucas-Burke has served as a Director of the Company since January 2025. Ms. Lucas-Burke began her career with the City of Portsmouth in the Information Technology Department in 1988, ultimately as a Computer Programmer Analyst. In 2000, Ms. Lucas-Burke joined her family business of Lucas Lodge, where she currently serves as Executive Director and business partner with her mother, Senator L. Louise Lucas. Lucas-Burke was appointed to the Economic Development Authority in 2010 by the City Council, where she was an EDA Commissioner for 6 years and ultimately achieved the position of Chairman of the Board. Ms. Lucas-Burke was elected to Portsmouth City Council in 2016 and was re-elected in 2020. During Lucas-Burke’s eight-year tenure on the Portsmouth City Council, she was unanimously voted in twice to serve as Vice Mayor by her City Council Colleagues. A graduate of Norfolk State University, Ms. Lucas-Burke holds a Bachelor of Science Degree in Electronics Engineering (1987) and a Bachelor of Arts Degree in Psychology (2016). Ms. Lucas-Burke is a Diamond Life Member of Delta Sigma Theta Sorority, Incorporated, and her chapter affiliation has been with the Portsmouth Alumnae Chapter of Delta Sigma Theta Sorority, Inc., since 1996. Lucas-Burke served as Chapter President of Portsmouth Alumnae Chapter for two, two-years terms (2008 – 2012). Ms. Lucas-Burke is also a member of the Portsmouth (VA) Chapter of The Links, Incorporated (2017 – present); Martin Luther King, Jr., Leadership Steering Committee (2006 – present); Portsmouth Democratic Committee (2006 – present); Lefcoe Trustee Board (2013 – present); Member of St. Mark Missionary Baptist Church (2009 – present); and is also a former board member and Chair of The Portsmouth Boulevard – Center for Youth (2006 – 2012), where she served as member, Treasurer and President over her six year term on the board. 30 Our Board judges the independence of its directors by the standards established by the Nasdaq Stock Market (“Nasdaq”). Accordingly, the Board has determined that our two non-employee directors, Cheryl Lanthorn and Lisa Lucas-Burke each meet the independence standards established by Nasdaq and the applicable independence rules and regulations of the SEC, including the rules relating to the independence of the members of our Audit Committee and Compensation Committee. Our Board considers a director to be independent when the director is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements under the listing standards of the Nasdaq Stock Market and the rules and regulations of the SEC. Our Board believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee the management of our Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to resolve the issues facing our Company, a willingness to devote the necessary time to their Board and committee duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value. Risk Oversight. Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our Company, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. Each of our Board committees also coordinates oversight of the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. The Board is also provided with updates by the Chief Executive Officer and other executive officers of the Company on a regular basis. Board and Committee Meetings During the fiscal year ended December 31, 2025, our Board held six meetings and operated primarily by unanimous written consent. For the fiscal year ended December 31, 2025, our Board was composed of four members from January 2025 to April 2025 and three members from April 2025 to December 2025. Our Audit Committee held four meetings during the year ended December 31, 2025. Our Compensation Committee and Nominating and Corporate Governance committee held four meetings during the fiscal year ended December 31, 2025. Our Sustainability Committee held four meetings during the year ended December 31, 2025. Board Committees On December 9, 2015, our Board designated the following three committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. On September 13, 2022, the Board created a Sustainability Committee of the Board. Audit Committee. The Audit Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke. Cheryl Lanthorn is the Chairperson of the Audit Committee. The Audit Committee is responsible for, among other things, overseeing the financial reporting and audit process and evaluating our internal controls over financial reporting. The Board has determined that Cheryl Lanthorn is an “audit committee financial expert” serving on its Audit Committee. The Board has determined that each member of the Audit Committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Board has determined that each member of the Audit Committee is “independent,” as that term is defined by the rules of Nasdaq. A copy of the Audit Committee Charter is available on our website at https://www.GWAV.com/audit-committee-charter . 31 Compensation Committee. The Compensation Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke. Effective July 12, 2023, Cheryl Lanthorn was appointed as Chairwoman of the Compensation Committee. Cheryl Lanthorn is the Chairwoman of the Compensation Committee. The Compensation Committee is responsible for, among other things, establishing and overseeing the Company’s executive and equity compensation programs, reviewing and recommending executive officer employment agreements, determining director compensation programs, overseeing the hiring of independent compensation consultants, preparing the compensation committee report, establishing performance goals and objectives, and evaluating performance against such goals and objectives. The Compensation Committee also grants stock options and other awards under our stock plans, periodically reviews the operation of the Company’s employee benefit plans and analyzes the Company’s bylaws, Compensation Committee Charter for its adequacy in meeting the Company’s compensation-related goals and objectives. The Compensation Committee Charter does not grant the right to delegate authority to other persons, although it does grant the Compensation Committee the flexibility to hire compensation consultants to assist in the design, formulation, analysis and implementation of compensation programs for the Company’s executive officers. While the Board does not provide a formal role for executive officers in determining or recommending the amount or form of executive and director compensation, the Compensation Committee meets with the CEO at or near the start of each fiscal year to discuss the goals and incentive compensation programs. The Board has determined that each member of the Compensation Committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Board has determined that each member of the Compensation Committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market. A copy of the Compensation Committee Charter is available on our website at https://www.GWAV.com/compensation-committee-charter . Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke. Effective July 12, 2023, Cheryl Lanthorn was appointed as Chairwoman of the Nominating and Corporate Governance Committee. Cheryl Lanthorn is the Chairwoman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things, identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings and reviewing the Company’s policies and programs relating to matters of corporate citizenship, including public issues of significance to the Company and its stockholders. The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Board has determined that each member of the Nominating and Corporate Governance Committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at https://www.GWAV.com/ncg-charter . Sustainability Committee. The Sustainability Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke as members of the Sustainability Committee. Cheryl Lanthorn is the Chairwoman of the Sustainability Committee. The Sustainability Committee is responsible for, among other things, setting and overseeing the Company’s goals, strategies, and commitments related to sustainability and Environmental Social Governance, including climate risks and opportunities, community and social impact, and diversity and inclusion. A copy of the Sustainability Committee Charter is available on our website at https://www.GWAV.com/sustainability-committee-charter . Risk Oversight The Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel and others, as appropriate, regarding the Company’s assessment of risks. The Board focuses on the most significant risks facing the Company and our general risk management strategy, and also ensures that the risks we undertake are consistent with the Board’s risk parameters. While the Board oversees the risk management process, our management is responsible for day-to-day risk management and, if management identifies new or additional significant risks, it brings such risks to the attention of the Board. Board Leadership Structure Danny Meeks is the Chairman of our Board and Chief Executive Officer of the Company. The Chairman of the Board presides at all meetings of the Board, unless such position is vacant, in which case, the Chief Executive Officer of the Company would preside. 32 Our Executive Officers The following are biographical summaries of our executive officers and their ages, except for Mr. Meeks, whose biography is set forth above: Name Age Position Danny Meeks 52 Chief Executive Officer and Chairman of the Board Chelsea Pullano 35 Chief Financial Officer Chelsea Pullano, Chief Financial Officer – Ms. Pullano has served as a Chief Financial Officer of the Company since February 2026. Ms. Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic finance. Ms. Pullano co-founded MACK Financial Solutions, LLC (“MAC”) in May 2023, an accounting and advisory firm that provides outsourced financial, accounting and advisory services to growth-stage companies and public companies. Since May 2023, she has served as a partner and chief executive officer of MACK. Previously, from June 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc. (OTCQB: CRTD), and from September 2024 to March 2025, as Director of Finance at the law firm Lucosky Brookman LLP. Code of Conduct and Ethics We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace. Our corporate governance guidelines and Code of Conduct and Ethics, together with our Second Amended and Restated Certificate of Incorporation, Bylaws and the charters for each of our Board committees, form the basis for our corporate governance framework. We also are subject to certain provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC. The full text of the Code of Conduct and Ethics is available on our website at https://www.GWAV.com/code-of-conduct and is also filed as an exhibit to this annual report. Family Relationships There are no family relationships among our directors and executive officers. Insider Trading Policy We have an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees and other individuals associated with us, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this annual report. The Company has no policy regarding hedging the economic risks of equity ownership for the executive team or directors of the Company and the Company does not engage in this practice. Compensation Recovery Policy Our board of directors has adopted a compensation recovery policy, which provides that in the event we are required to prepare an accounting restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there has been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation. The policy is filed as exhibit 97.1 to this annual report. Changes to security holder director nomination procedures The Company has not adopted procedures for considering director candidates submitted by stockholders under Item 407(c)(2)(iv), Regulation S-K. 33 Involvement in Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K. ITEM 11. EXECUTIVE COMPENSATION 2025 Summary Compensation Table Our named executive officers for the year ended December 31, 2025 was Danny Meeks, our Chief Executive Officer and former interim Chief Financial Officer. Our named executive officers for the year ended December 31, 2024 were Danny Meeks, our Chief Executive Officer, and Isaac Dietrich, our former Chief Financial Officer. Mr. Dietrich employment was terminated on April 12, 2025. Ms. Pullano, our Chief Financial Officer, was appointed in February 2026 and was not a named executive officer for the year ended December 31, 2025. The following table presents the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2025 and December 31, 2024. Name and Principal Position Year Salary ($) Bonus ($) Stock awards ($) (1) Option awards ($) (1) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) (2) All other compensation ($) Total ($) Danny Meeks 2025 — — — — — 2,851,605 — 2,851,605 Chief Executive Officer and Former Interim Chief Financial Officer (3) 2024 28,846 — — — — 321,154 150,000 (4) 500,000 Isaac Dietrich 2025 107,468 — — — — — — 107,468 Former Chief Financial Officer (5) 2024 64,624 230,100 93,000 — — — — 387,724 (1) These amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal year. The aggregate fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The fair market value was calculated using the Black-Scholes options pricing model. (2) In 2024, our CEO deferred a portion of his salary not paid by the Company. (3) Mr. Meeks resigned as interim Chief Financial Officer of the Company in February 2026. (4) Includes $38,000 attributed to the personal use of a car, $23,700 in reimbursed travel expenses, and a $10,000 business clothing allowance. (5) Mr. Dietrich was terminated as the Company’s Chief Financial Officer in April 2025 34 Narrative Disclosure to the Summary Compensation Table Danny Meeks On September 30, 2021, the Company entered into an employment agreement with Danny Meeks pursuant to which Mr. Meeks serves as the Company’s Chief Executive Officer. Pursuant to the terms of the employment agreement, Mr. Meeks shall receive an annual base salary of $500,000. In addition, Mr. Meeks shall be eligible to receive an annual bonus and shall be eligible to receive such awards under the Company’s incentive plans as determined by the Company’s Compensation Committee. Mr. Meeks may be terminated by the Company or may voluntarily resign, at any time, with or without cause. Either the Company or Mr. Meeks may terminate Mr. Meeks’ employment upon two weeks prior written notice. Until October 1, 2026, for every $1 million in annual revenue Empire Services, Inc., a Virginia corporation and wholly owned subsidiary of the Company, generates over $20 million, Mr. Meeks shall be entitled to receive either 7,576 shares of the Company’s common stock or $50,000 in cash, at the discretion of Mr. Meeks. Upon termination except by death (the “Termination Date”), the Company shall pay Mr. Meeks (i) any accrued but unpaid compensation, (ii) a pro-rata portion of his annual bonus calculated as of the Termination Date and (iii) reimbursement of expenses incurred on or prior to the Termination Date. In addition, Mr. Meeks may elect to receive Consolidated Omnibus Budget Reconciliation Act of 1985 benefits for up to twelve months from the Termination Date. Upon termination of Mr. Meeks’ employment for death, the Company shall pay Mr. Meeks (i) any accrued but unpaid compensation and (ii) reimbursement of expenses incurred on or prior to such date. Mr. Meeks is also entitled to participate in any and all benefit plans such as health, dental and life insurance, from time to time, in effect for senior executives, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. In the fiscal years ended December 31, 2025 and December 31, 2024, Mr. Meeks received $0 and $0 in bonuses, respectively. Mr. Meeks did not receive any compensation related to his position as a director. As of December 31, 2025 and 2024, Mr. Meeks was owed $3,051,605 and $950,000 in accrued but unpaid bonuses, respectively. Isaac Dietrich On April 28, 2023, the Company hired Isaac Dietrich as Chief Financial Officer, for which he received a salary of $300,000 per year. On April 12, 2025, the Company terminated the employment of Isaac Dietrich, effective immediately. At no time during the periods listed in the above tables, with respect to any named executive officers, was there: ● any outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined); ● any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts; or ● any non-equity incentive plan award made to a named executive officer. Nonqualified Deferred Compensation During the years ended December 31, 2025 and 2024, our CEO deferred a portion of his salary not paid by the Company, as disclosed in the table above. Such payments were deferred because timely payments further jeopardize the Company’s ability to continue as a going concern. The Company intends to make such payments as soon as it is able. 35 Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding the outstanding equity awards held by our NEOs as of December 31, 2025: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Isaac Dietrich — — — — — — — — $ — Timing of Equity Awards The Compensation Committee grants equity awards, including stock options, from time to time. This may also include grants in connection with a new hire, promotion, and other circumstances where the Compensation Committee deems it appropriate to make such grants. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock options, the Compensation Committee does not take material nonpublic information into account when determining the terms of equity awards and has not timed grants or the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, there were no stock option awards granted to any named executive officer within four business days preceding, or one business day after, the filing of any report on Forms 10-K, 10-Q, or 8-K that disclosed material nonpublic information. Director Compensation The following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) Total ($) Cheryl Lanthorn $ 45,000 (1) $ - $ - $ - $ 45,000 Lisa Lucas-Burke $ 36,889 (2) $ - $ - $ - $ 36,889 Henry Sicignano, III (3) $ 29,583 $ - $ - $ - $ 29,583 Jason Adelman (4) $ 18,000 $ - $ - $ - $ 18,000 Total: $ 129,472 $ - $ - $ - $ 129,472 (1) As of December 31, 2025, $1,500 is owed to Mrs. Lanthorn. (2) As of December 31, 2025, $1,500 is owed to Mrs. Lucas-Burke. (3) Mr. Sicignano, III resigned from the Board effective February 14, 2025. (4) Mr. Adelman resigned from the Board effective April 10, 2025. 36 Indemnification of Officers and Directors Our Second Amended and Restated Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest extent permitted by applicable law against all liability and loss suffered and expenses (including attorneys’ fees) incurred in connection with actions or proceedings brought against them by reason of their serving or having served as officers, directors or in other capacities. We shall be required to indemnify a director or officer in connection with an action or proceeding commenced by such director or officer only if the commencement of such action or proceeding by the director or officer was authorized in advance by the Board of Directors. Our Equity Incentive Plans Our Stockholders approved our 2014 Equity Incentive Plan (“2014 Plan”) in June 2014, our 2015 Equity Incentive Plan (the “2015 Plan”) in December 2015, our 2016 Equity Incentive Plan (“2016 Plan”) in October 2016, our 2017 Equity Incentive Plan (“2017 Plan”) in December 2016, our 2018 Equity Incentive Plan (“2018 Plan”) in June 2018, our 2021 Equity Incentive Plan (“2021 Plan”) in September 2021, our 2022 Equity Incentive Plan (“2022 Plan”) in November 2022, our 2023 Equity Incentive Plan (“2023 Plan”) in October 2023, and our 2024 Equity Incentive Plan (“2024 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”) in May 2024, which was subsequently amended in July 2024. The Plans are identical, except for the number of shares of Common Stock reserved for issuance under each. The Plans provide for the grant of incentive stock options, non-statutory stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. Our Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the Committee (as defined herein). Summary of the Plans Authorized Shares No shares of our Common Stock are reserved for issuance pursuant to the 2014 Plan, 2015 Plan, the 2016 Plan, the 2017 Plan, the 2018 Plan, the 2021 Plan, 2022 Plan, or 2023 Plan. There are currently 5 shares of our Common Stock available for issuance pursuant to the 2018 Plan, 1,112 shares of our Common Stock available for issuance pursuant to the 2021 Plan, 327 shares of our Common Stock available for issuance pursuant to the 2022 Plan, 1,828 shares of our Common Stock available for issuance pursuant to the 2023 Plan, and 800,000 shares of our Common Stock available for issuance pursuant to the 2024 Plan. Shares of Common Stock issued under our Plans may be authorized but unissued or reacquired shares of our Common Stock. Shares of Common Stock subject to stock awards granted under our Plans that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares of Common Stock, will not reduce the number of shares of Common Stock available for issuance under our Plans. Additionally, shares of Common Stock issued pursuant to stock awards under our Plans that we repurchase or that are forfeited, as well as shares of Common Stock reacquired by us as consideration for the exercise or purchase price of a stock award, will become available for future grant under our Plans. 37 Administration Our Board, or a duly authorized committee thereof (collectively, the “Committee”), has the authority to administer our Plans. Our Board may also delegate to one or more of our officers the authority to designate employees other than Directors and officers to receive specified stock, which, in respect to those awards, said officer or officers shall then have all authority that the Committee would have. Subject to the terms of our Plans, the Committee has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares of Common Stock subject to each stock award, the fair market value of a share of our Common Stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the Plans. The Committee has the power to modify outstanding awards under the Plans, subject to the terms of the Plans and applicable law. Subject to the terms of our Plans, the Committee has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant. Stock Options Stock options may be granted under the Plans. The exercise price of options granted under our Plans must at least be equal to the fair market value of our Common Stock on the date of grant. The term of an ISO may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise price must equal at least 110% of the fair market value on the grant date. The Committee will determine the methods of payment of the exercise price of an option, which may include cash, shares of Common Stock or other property acceptable to the Committee, as well as other types of consideration permitted by applicable law. No single participant may receive more than 25% of the total options awarded in any single year. Subject to the provisions of our Plans, the Committee determines the other terms of options. Performance Shares Performance shares may be granted under our Plans. Performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The Committee will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance shares to be paid out to participants. After the grant of a performance share, the Committee, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance shares. The Committee, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares of Common Stock or in some combination thereof, per the terms of the agreement approved by the Committee and delivered to the participant. Such agreement will state all terms and conditions of the agreement. Restricted Stock The terms and conditions of any restricted stock awards granted to a participant will be set forth in an award agreement and, subject to the provisions in the Plans, will be determined by the Committee. Under a restricted stock award, we issue shares of our Common Stock to the recipient of the award, subject to vesting conditions and transfer restrictions that lapse over time or upon achievement of performance conditions. The Committee will determine the vesting schedule and performance objectives, if any, applicable to each restricted stock award. Unless the Committee determines otherwise, the recipient may vote and receive dividends on shares of restricted stock issued under our Plans. Other Share-Based Awards and Cash Awards The Committee may make other forms of equity-based awards under our Plans, including, for example, deferred shares, stock bonus awards and dividend equivalent awards. In addition, our Plans authorize us to make annual and other cash incentive awards based on achieving performance goals that are pre-established by our compensation committee. 38 Merger, Consolidation or Asset Sale If the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while awards or options remain outstanding under the Plans, unless provisions are made in connection with such transaction for the continuance of the Plans and/or the assumption or substitution of such awards or options with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the relevant agreements, terminate immediately as of the effective date of any such merger, consolidation or sale. Change in Capitalization If the Company shall effect a subdivision or consolidation of shares of Common Stock or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving consideration therefore in money, services or property, then awards amounts, type, limitations, and other relevant consideration shall be appropriately and proportionately adjusted. The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive. Plan Amendment or Termination Our Board has the authority to amend, suspend, or terminate our Plans, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Each of the Plans will terminate ten years after the earlier of (i) the date that each such Plan is adopted by the Board, or (ii) the date that each such Plan is approved by the Stockholders, except that awards that are granted under the applicable Plan prior to its termination will continue to be administered under the terms of the that Plan until the awards terminate, expire or are exercised. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Equity Compensation Plan Information The following table and information below sets forth information as of December 31, 2025 with respect to our Plans: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) Equity compensation plans approved by security holders — $ — 7,302 Equity compensation plans not approved by security holders — — — Total — $ — 7,302 39 Security Beneficial Ownership Table The following table sets forth certain information regarding the beneficial ownership of our Common Stock by (i) each person who, to our knowledge, owns more than 5% of our Common Stock (ii) our current directors and the named executive officers identified under the heading “Executive Compensation” and (iii) all of our current directors and executive officers as a group. We have determined beneficial ownership in accordance with applicable rules of the SEC, and the information reflected in the table below is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and any shares which the person has the right to acquire within 60 days after June 12, 2026 through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished to us that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. The information set forth in the table below is based on 829,631 shares of our Common Stock issued and outstanding on June 12, 2026. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of Common Stock subject to options, warrants, rights or other convertible securities held by that person that are currently exercisable or will be exercisable within 60 days after June 12, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the principal address of each of the Stockholders below is in care of Greenwave Technology Solutions, Inc., 4016 Raintree Rd, Chesapeake, VA 23321. Number of Shares of Common Stock Beneficially Owned Percentage of Common Stock Outstanding (1) % of Total Voting Power Directors and Named Executive Officers Danny Meeks 392,800 (2) 2.3 % 45.0 % Lisa Lucas-Burke - - - Cheryl Lanthorn 2,729 (3) * * C helsea Pullano - - - All directors and named executive officers as a group (3 people) 395,529 2.3 % 45.0 % Other 5% Stockholder - - - - * Represents beneficial ownership of less than 1.0% of our outstanding Common Stock. (1) For this column, the numerator is the number of outstanding shares of Common Stock (excluding the shares of Common Stock subject to options, warrants, rights or other convertible securities) held by the reporting person and the denominator is equal to the total number of shares of Common Stock outstanding (829,631). (2) Consists of (i) 19,416 shares of Common Stock, (ii) 50 shares of Common Stock underlying warrants, and (iii) 373,334 shares of Common Stock issuable upon conversion of 450,000 shares of Series A-1 Preferred Stock. (3) Includes 1 shares owned by the reporting person’s spouse. 40 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. Except for the below, from January 1, 2024 through the date of this annual report, we have not been a party to any transaction or proposed transaction in which the amount involved in the transaction exceeds the lesser of  $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation which are described elsewhere in this annual report. Agreements with Danny Meeks and Affiliates of Danny Meeks Leases for Properties Underlying Scrap Yards On January 24, 2022, the Company entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive Officer. Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement. During the years ended December 31, 2025 and 2024, the Company leased 12 scrap yard facilities and equipment from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above for $38,620 and $1,502,830, respectively. As of December 31, 2025 and December 31, 2024, the Company owed $0 and $2,070,402, respectively, in accrued rent and reimbursements to an entity controlled by the Company’s Chief Executive Officer. Sale of Shredders and Downstream System to the Company On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s Chief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The note is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues interest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made payments of $0 and $ 0 towards the principal and interest, respectively, during the years ended December 31, 2025 and 2024, respectively. On March 29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note [14] – Stockholders’ Equity ). On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,360 shares of common stock (see Note [14] – Stockholders’ Equity ). As of December 31, 2025 and 2024, the note had a balance of $0 and $0, respectively. On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock. As a result of the transaction, the Series D stock was extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties. Sale of Equipment to the Company On June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $3,582,181. The equipment included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as well as transporting its scrap metal products to customers. The Company has recorded the equipment on its financial statements at its cost basis. 41 Sale of Properties Underlying Scrap Yards to the Company On December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The transaction closed on December 2, 2024. The purchase price was payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30-day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company’s cash balance. T he Company made payments of $2,300,000 and $4,008,057 towards the principal, during the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025 and 2024, the note had a principal balance and accrued interest of $5,391,859 and $7,691,859, respectively. Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services During the years ended December 31, 2025 and 2024, the Company provided $392,644 and $850,737, respectively, in hauling services to an entity controlled by the Company’s Chief Executive Officer. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $816,993 and $1,396,330, respectively, for hauling services rendered to the Company. During the years ended December 31, 2025 and December 31, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $0 and $147,401, respectively, for scrap metal provided to the Company. During the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $0 and $847,326, respectively, for mechanic and repair services provided to the Company. During the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $0 and $506,358, respectively, for equipment rentals provided to the Company. During the years ended December 31, 2025 and December 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $1,219,207 and $29,635, respectively, for materials sold to the Company. 42 Scope of Work Agreement Ms. Pullano’s appointment as Chief Financial Officer was in connection with the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. Ms. Pullano is the co-founder and CEO of MACK. As CFO, Ms. Pullano provides strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”). In consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. For the years ended December 31, 2024 and December 31, 2025, the Company paid MACK $0 and $0. Related Party Transaction Policy Our Audit Committee Charter provides that our Audit Committee will be responsible for reviewing and approving in advance any related party transaction. Transactions requiring such pre-approval will include, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. The Audit Committee has reviewed and approved the transactions described in “Agreements with Danny Meeks and Affiliates of Danny Meeks” above. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is RBSM LLP, New York, NY, Auditor ID: 587. The following table presents fees for professional audit services and other services rendered to us by RBSM LLP for fiscal years ended 2025 and 2024. RBSM 2025 2024 Audit Fees $ 380,000 $ 350,000 Audit-Related Fees - - Tax Fees - - Other Fees - - Totals $ 380,000 $ 350,000 Audit Fees The aggregate fees billed for each of the last two fiscal years for professional services rendered by RBSM for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s annual report on Form 10-K and in the Company’s quarterly reports on Form 10-Q, or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2025 and 2024 were $380,000 and $350,000, respectively. Audit-Related Fees The aggregate fees billed in either of the last two fiscal years for assurance and related services by RBSM that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under “Audit Fees” for the fiscal years ending December 31, 2025 and 2024 were $0 and $0, respectively. Tax Fees The aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning for the fiscal years ending December 31, 2025 and 2024 were $0 and $0, respectively. All Other Fees Other fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years ending December 31, 2025 and 2024 were $0 and $0, respectively. The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter. 43 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Annual Report: (1) Financial Statements See “Index to Consolidated Financial Statements” on Page F-1. (2) Financial Statement Schedules. No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto. (3) List of Exhibits. Incorporated by Reference No. Description Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc. and Danny Meeks, as the sole shareholder, dated September 30, 2021 8-K 000-55431 10.1 October 6, 2021 3.1 Second Amended and Restated Certificate of Incorporation of the Registrant 8-K/A 000-55431 3.1 June 19, 2018 3.2 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation effective September 30, 2021, field with the Secretary of State on September 30, 2021 8-K 000-55431 3.1 October 6, 2021 3.3 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant 8-K 000-55431 3.1 February 25, 2022 3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant 8-K 000-55431 3.2 February 25, 2022 3.5 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-41452 3.1 June 3, 2024 44 3.6 Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock . 8-K 000-55431 3.1 April 2, 2024 3.7 Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024 8-K 001-41452 3.1 June 3, 2024 3.8 Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024 8-K 001-41452 3.1 November 18, 2024 3.9 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025 8-K 001-41452 3.1 August 25, 2025 3.10 Amended and Restated Bylaws of the Registrant . 8-K 001-41452 3.1 November 29, 2022 3.11 Amendment No. 1 to the Amended and Restated Bylaws of the Registrant DEF 14A 001-41452 Appendix A June 3, 2024 4.1 Form of Common Stock Certificate . S-1 333-196735 4.1 June 13, 2014 4.2 Description of Registrant’s Securities 10-K 001-41452 4.2 March 31, 2023 4.3 Form of Warrant dated July 2023 8-K 000-55431 4.1 August 3, 2023 4.4 Form of Senior Note dated July 2023 8-K 000-55431 4.2 August 3, 2023 4.5 Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC 8-K 000-55431 4.3 August 3, 2023 4.6 Form of Warrant issued to Purchasers, dated August 2023 8-K 000-55431 4.1 August 21, 2023 4.7 Form of Placement Agent Warrant, dated August 2023 8-K 000-55431 4.2 August 21, 2023 4.8 Form of Warrant 8-K 000-55431 4.1 December 6, 2021 4.9 Form of Senior Note 8-K 000-55431 4.2 December 6, 2021 4.10 Form of Inducement Warrant 8-K 001-41452 4.1 March 18, 2024 4.11 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 April 22, 2024 4.12 Form of Financial Advisor Warrant 8-K 001-41452 4.2 April 22, 2024 4.13 Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party thereto . 8-K 001-41452 4.1 May 3, 2024 4.14 Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers party thereto . 8-K 001-41452 4.1 May 9, 2024 4.15 Form of Warrant issued to Purchasers 10-Q 001-41452 4.1 May 20, 2024 4.16 Form of Financial Advisor Warrant 10-Q 001-41452 4.2 May 20, 2024 4.17 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 June 11, 2024 4.18 Form of Placement Agent Warrant 8-K 001-41452 4.2 June 11, 2024 4.19 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 January 13, 2025 4.20 Form of Placement Agent Warrant 8-K 001-41452 4.2 January 13, 2025 4.21 Form of Warrant Amendment entered into with Existing Holders 8-K 001-41452 4.3 January 13, 2025 4.22 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 February 11, 2025 4.23 Form of Placement Agent Warrant 8-K 001-41452 4.2 February 11, 2025 4.24 Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC 8-K 001-41452 4.1 December 2, 2024 45 10.1+ 2014 Stock Incentive Plan and form of agreements thereunder . S-1 333-196735 10.12 June 13, 2014 10.2+ 2015 Stock Incentive Plan and form of agreements thereunder . 10-K 333-196735 10.12 March 30, 2016 10.3+ 2016 Stock Incentive Plan and form of agreements thereunder . 8-K 000-55431 4.1 September 23, 2016 10.4+ 2017 Equity Incentive Plan and form of agreements thereunder . DEF 14C 000-55431 Appendix A December 9, 2016 10.5+ 2018 Equity Incentive Plan and form of agreements thereunder . DEF 14A 000-55431 Appendix B May 11, 2018 10.6+ 2021 Equity Incentive Plan and form of agreements thereunder . DEF 14A 000-55431 Appendix C July 12, 2021 10.7+ 2022 Equity Incentive Plan and form of agreements thereunder DEF 14A 001-41452 Appendix A October 11, 2022 10.8+ 2023 Equity Inventive Plan and form of agreements thereunder DEF 14A 001-41452 Appendix A August 31, 2023 10.9+ 2024 Equity Inventive Plan and form of agreements thereunder . DEF 14A 001-41452 Appendix A April 11, 2024 10.10+ Amendment No. 1 to the 2024 Equity Inventive Plan DEF 14A 001-41452 Appendix B June 3, 2024 10.11 Form of Amended and Restated Simple Agreement for Future Tokens . S-1 333-223038 10.27 February 14, 2018 10.12+ Employment Agreement by and between the Company and Danny Meeks 8-K 000-55431 10.2 October 6, 2021 10.13 Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto 8-K 000-55431 10.1 December 6, 2021 10.14 Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto 8-K 000-55431 10.2 December 6, 2021 10.15 Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto 8-K 000-55431 10.3 December 6, 2021 10.16 Form of Exchange Agreement 8-K/A 000-55431 10.1 April 2, 2024 10.17 Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto . 8-K 000-55431 10.1 August 3, 2023 10.18 Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto . 8-K 000-55431 10.2 August 3, 2023 10.19 Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto . 8-K 000-55431 10.3 August 3, 2023 10.20 Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC 8-K 000-55431 10.4 August 3, 2023 10.21 Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto . 8-K 000-55431 10.1 August 21, 2023 10.22 Form of Inducement Letter 8-K 000-55431 10.1 March 18, 2024 10.23 Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 8-K 001-41452 10.1 April 22, 2024 10.24 Form of Exchange Agreement 8-K 001-41452 10.2 April 22, 2024 10.25 Form of Voting Agreement 8-K 001-41452 10.3 April 22, 2024 10.26 Form of Exchange Agreement 8-K 001-41452 10.1 May 16, 2024 46 10.27 Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 10-Q 001-41452 10.1 May 20, 2024 10.28 Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 8-K 001-41452 10.1 June 11, 2024 10.29 Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, Oceana Salvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc . 8-K 001-41452 10.1 December 2, 2024 10.30 Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 8-K 001-41452 10.1 January 13, 2025 10.31 Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto 8-K 001-41452 10.2 January 13, 2025 10.32 Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto 8-K 001-41452 10.3 January 13, 2025 10.33 Form of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto 8-K 001-41452 10.1 February 11, 2025 10.34 Scope of Work Agreement, dated January 2, 2026, between the Company and MACK Financial Solutions, LLC 8-K 001-41452 10.1 February 10, 2026 19.1 Insider Trading Policy 10-K 001-41452 19.1 April 15, 2025 21.1 Subsidiaries of the Registrant 10-K 001-41452 21.1 April 15, 2025 23.1* Consent of Independent Registered Public Accounting Firm RBSM LLP 31.1* Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) 31.2* Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Compensation Recovery Policy 10-K 001-41452 10.54 April 16, 2024 * filed herewith. ** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. + Denotes a management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY Not applicable. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GREENWAVE TECHNOLOGY SOLUTIONS, INC. Date: June 12, 2026 By: /s/ Danny Meeks Danny Meeks, Chief Executive Officer (Principal Executive Officer) Date: June 12, 2026 By: /s/ Chelsea Pullano Chelsea Pullano, Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Danny Meeks Chief Executive Officer (Principal Executive Officer) and June 12, 2026 Danny Meeks Chairman of the Board of Directors /s/ Chelsea Pullano Chief Financial Officer (Principal Financial and Accounting Officer) June 12, 2026 Chelsea Pullano /s/ Cheryl Lanthorn Director June 12, 2026 Cheryl Lanthorn /s/ Lisa Lucas-Burke Director June 12, 2026 Lisa Lucas-Burke 35 GREENWAVE TECHNOLOGY SOLUTIONS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 587 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 New York Office: 805 Third Avenue New York, NY 10022 212.838.5100 www.rbsmllp.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Greenwave Technology Solutions, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenwave Technology Solutions, Inc., and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the accompanying consolidated financial statements, the Company has net loss, has generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. /s/ RBSM LLP We have served as the Company’s auditor since 2017. PCAOB ID 587 New York, NY June 12, 2026 New York, NY Washington DC Mumbai & Pune, India San Francisco, CA Houston, TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece Member: ANTEA International with affiliated offices worldwide F- 2 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current assets: Cash $ 935,763 $ 2,576,464 Inventories, net 2,240,943 2,889,682 Accounts receivable, net of allowance for doubtful accounts 1,116,924 1,254,390 Prepaid expenses 524,691 921,580 Total current assets 4,818,321 7,642,116 Property and equipment, net 25,580,301 25,596,856 Property and equipment, net - Purchased from Related Party 10,267,709 11,834,807 Property and equipment, net 10,267,709 11,834,807 Operating lease right of use assets, net 495,457 1,048,070 Licenses, net 12,232,550 14,359,950 Customer list, net 1,287,425 1,511,325 Intellectual property, net 455,400 1,062,600 Intangible assets, net 455,400 1,062,600 Security deposit 31,893 31,893 Total assets $ 55,169,056 $ 63,087,617 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Bank overdraft $ 163,141 $ 231,696 Accounts payable and accrued expenses 8,043,143 5,893,351 Accrued payroll and related expenses 3,946,411 3,946,410 Non-convertible notes payable, current portion, net of unamortized debt discount of $ 162,390 and $ 633,396 , respectively 1,798,444 2,505,360 Related party note payable 5,391,859 7,691,859 Due to related parties 3,542,433 495,354 Operating lease obligations, current portion 272,476 331,545 Total current liabilities 23,157,907 21,095,575 Operating lease obligations, less current portion 233,451 773,820 Non-convertible notes payable, net of unamortized debt discount of $ 1,642,823 and $ 1,076,554 , respectively 5,840,738 4,263,239 Total liabilities 29,232,096 26,132,634 Commitments and contingencies (See Note 11) - Stockholders’ equity: Preferred stock - 10,000,000 shares authorized: Preferred stock - Series A-1, $ 0.001 par value, $ 100,000 stated value, 450,000 shares authorized; 450,000 and 450,000 shares issued and outstanding, respectively 450 450 Preferred stock, value 450 450 Common stock, $ 0.001 par value, 1,200,000,000 shares authorized; 829,631 and 237,191 shares issued and outstanding, respectively 830 237 Additional paid in capital 546,846,108 533,266,642 Accumulated deficit ( 520,910,428 ) ( 496,312,346 ) Total stockholders’ equity 25,936,960 36,954,983 Total liabilities and stockholders’ equity $ 55,169,056 $ 63,087,617 The accompanying notes are an integral part of these consolidated financial statements. F- 3 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 For the Year Ended December 31, 2025 2024 Revenues $ 46,660,320 $ 33,315,859 Cost of Revenues 34,786,895 20,326,381 Gross Profit 11,873,425 12,989,478 Operating Expenses: Advertising 173,445 53,147 Payroll and related expense 11,273,313 8,181,701 Rent, utilities and property maintenance 1,020,000 2,680,454 Hauling and equipment maintenance 5,243,036 5,296,630 Depreciation and amortization expense 8,664,778 7,337,893 Impairment of tangible assets - 439,086 Stock Compensation for Services 100,000 - Consulting, accounting and legal 1,818,126 3,179,812 Gain on asset ( 202,466 ) - Loss on asset - related-party - 12,338,550 Gain Loss on asset - 12,338,550 Warrants issued for services - 3,004,909 Stock compensation - 823,500 Other general and administrative expenses 3,603,911 3,915,729 Total Operating Expenses 31,694,143 47,251,411 Loss From Operations ( 19,820,718 ) ( 34,261,933 ) Other Income (Expense): Interest expense and amortization of debt discount ( 2,839,749 ) ( 5,364,703 ) Shares issued for financing - ( 52,182 ) Other expense - ( 15,212 ) Other income 26,970 - Other income - related party 56,100 - Change in fair value of derivative liabilities - 48,314,949 Fain (loss) on extinguishment of debt 980,769 ( 16,351,827 ) Equity issued for warrant inducement - ( 3,029,927 ) Loss on conversion of convertible notes - ( 14,213,480 ) Gain on settlement of non-convertible notes payable, accrued interest, and advances - 1,056,962 Total Other Income (Expense) ( 1,775,910 ) 10,344,580 Net Loss Before Income Taxes ( 21,596,628 ) ( 23,917,353 ) Provision for Income Taxes (Benefit) - - Net Loss ( 21,596,628 ) ( 23,917,353 ) Deemed dividend for the reduction of exercise price of warrants ( 2,999,964 ) ( 52,574,896 ) Deemed dividend for the reduction of the conversion price of a debt note - ( 23,953,940 ) Net Loss Available to Common Stockholders $ ( 24,596,592 ) $ ( 100,446,189 ) Net Loss Per Common Share: Basic $ ( 41.25 ) $ ( 932.14 ) Diluted $ ( 41.21 ) $ ( 601.70 ) Weighted Average Common Shares Outstanding: Basic 596,352 107,759 Diluted 596,352 107,759 The accompanying notes are an integral part of these consolidated financial statements. F- 4 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2025 Shares Amount Shares Amount Amount Receivable In Capital Deficit Total Preferred Stock Series A-1 Common Stock Additional Paid Accumulated Shares Amount Shares Amount In Capital Deficit Total Balance at December 31, 2024 - 450,000 $ 450 237,191 $ 237 1 - $ 533,266,642 $ ( 496,312,346 ) $ 36,954,983 Common stock and warrants issued for cash, net of fees - - 260,403 260 - - 10,478,345 - 10,478,605 Common stock issued for cashless exchange of warrants - - 328,451 329 - - ( 329 ) - - Common stock issued for rounding in reverse split - - 159 - - - 1,490 ( 1,490 ) - Deemed dividend for the reduction of the exercise price of warrants - - - - - - 2,999,964 ( 2,999,964 ) - Common stock issued for services rendered - - 3,427 4 - - 99,996 - 100,000 Net loss - - - - - - - ( 21,596,628 ) ( 21,596,628 ) - - - - - - - - - Balance at December 31, 2025 - 450,000 $ 450 829,631 $ 830 - - $ 546,846,108 $ ( 520,910,428 ) $ 25,936,960 The accompanying notes are an integral part of these consolidated financial statements. F- 5 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2024 Shares Amount Shares Amount Shares Amount Shares Amount Receivable In Capital Deficit Total Preferred Stock Series D to be Issued Preferred Stock Series A-1 Common Stock Common Stock to be Issued Subscription Additional Paid Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Receivable In Capital Deficit Total Balance at December 31, 2023 - $ - - $ - 1,028 $ 1 - $ - $ - $ 391,412,008 $ ( 395,866,157 ) $ ( 4,454,148 ) Balance - $ - - $ - 1,028 $ 1 - $ - $ - $ 391,412,008 $ ( 395,866,157 ) $ ( 4,454,148 ) Exchange of non-convertible note into shares of Series D Preferred 1,000 1 - - - - - - - 9,999,999 - $ 10,000,000 Issuance of Series A-1 Preferred to related party as consideration for purchase of land and permits - - 450,000 450 - - - - - 3,299,634 - $ 3,300,084 Sale of Commons Shares and Warrants for Cash - - - - 74,099 74 - - 67,923 40,369,041 - $ 40,437,038 Exchange of Series D Preferred into Common ( 1,000 ) ( 1 ) - - 12,121 $ 12 - $ - $ - $ ( 11 ) - $ - Common stock issued for the conversion of convertible debt notes - - - - 22,531 23 - - - 30,713,920 - $ 30,716,399 Common stock issued for the conversion of convertible debt notes (Related Party) - - - - 3,749 4 - - - 7,236,493 - $ 7,236,905 Common stock issued for the exercise of warrants for cash - - - - 972 1 15 1 ( 67,923 ) 2,834,739 - $ 2,766,817 Common stock issued for the cashless exchange of warrant - $ - - - 87,528 $ 88 - $ - $ - $ ( 9,628 ) $ - $ ( 9,540 ) Equity Issued for Services - - - - 33,748 33 - - - 3,486,642 - $ 3,486,675 Modification of conversion feature on debt - - - - - - - - - 12,388,229 - $ 12,388,229 Stock based compensation - - - - - - - - - 288,900 - $ 288,900 Establishment of derivative liabilities due to authorized share shortfall - - - - - - - - - ( 64,951,789 ) - $ ( 64,951,789 ) Settlement of derivative liabilities upon stock split - - - - - - - - - 16,636,840 - $ 16,636,840 Rounding for share adjusted in reverse split - - - - 1,415 1 - - - ( 1 ) - $ - Equity issued for warrant inducement - - - - - - - - - 3,029,927 - $ 3,029,927 Deemed dividend for the reduction of the conversion price of a debt note - - - - - - - - - 23,953,940 ( 23,953,940 ) $ - Deemed dividend for the reduction of the exercise price of warrants - - - - - - - - - 52,574,896 ( 52,574,896 ) $ - Net loss - - - - - - - - - - ( 23,917,353 ) $ ( 23,917,353 ) - - Balance at December 31, 2024 - $ - 450,000 $ 450 237,191 $ 237 15 $ 1 $ - $ 533,266,642 $ ( 496,312,346 ) $ 36,954,983 Balance - $ - 450,000 $ 450 237,191 $ 237 15 $ 1 $ - $ 533,266,642 $ ( 496,312,346 ) $ 36,954,983 The accompanying notes are an integral part of these consolidated financial statements. F- 6 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the Year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 21,596,628 ) $ ( 23,917,353 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 8,664,778 $ 7,337,893 Amortization of right of use assets, net - related-party $ - $ 324,608 Amortization of right of use assets, net $ 552,613 $ - Interest and amortization of debt discount $ 2,839,749 $ 5,364,703 Loss on conversion of debt $ - $ 14,213,480 Gain on settlement of non-convertible notes payable and advances $ - $ ( 1,056,962 ) (Gain)/Loss on asset $ ( 202,466 ) $ - Loss on assets - related-party $ - $ 12,338,550 Gain Loss on assets $ - $ 12,338,550 Impairments on equipment $ - $ 439,086 Stock based compensation $ 100,000 $ 823,500 Warrants issued for services $ - $ 3,004,909 Equity issued for warrant inducement $ - $ 3,029,927 (Gain)/Loss on extinguishment $ ( 980,769 ) $ 16,351,827 Change in fair value of derivative liability $ - $ ( 48,314,949 ) Changes in operating assets and liabilities: Due to related parties $ ( 200,403 ) $ ( 1,685,205 ) Inventories $ 648,739 $ ( 2,689,254 ) Accounts receivable $ 137,466 $ ( 745,477 ) Prepaid expenses $ 396,889 $ ( 687,194 ) Security deposit $ - $ - Accounts payable and accrued expenses $ 1,216,097 $ ( 969,383 ) Accrued payroll and related expenses $ 3,047,932 $ ( 156,582 ) Principal payments made on operating lease liability - related-party $ - $ ( 83,430 ) Principal payments made on operating lease liability $ ( 599,438 ) $ ( 177,417 ) Net cash used in operating activities $ ( 5,975,441 ) $ ( 17,254,723 ) Cash flows from investing activities: Purchases of property and equipment - related-party $ - $ ( 3,582,181 ) Purchases of property and equipment $ ( 2,068,086 ) $ ( 12,339,809 ) Proceeds from disposal of property and equipment $ 1,133,787 - Net cash used in investing activities $ ( 934,299 ) $ ( 15,921,990 ) Cash flows from financing activities: Bank overdrafts $ ( 68,555 ) $ 112,933 Proceeds from issuance of common stock with warrants $ 10,478,606 $ 40,369,115 Proceeds from warrant exercises $ - $ 2,834,741 Repayment of convertible notes $ - $ ( 1,497,083 ) Repayment of non-convertible notes payable $ ( 2,841,012 ) $ ( 2,910,193 ) Repayment of non-convertible notes payable - Related party $ ( 2,300,000 ) $ ( 4,008,057 ) Proceeds from factoring $ - $ 2,843,950 Repayments of factoring $ - $ ( 3,538,388 ) Net cash provided by financing activities $ 5,269,039 $ 34,207,018 Net (decrease)/increase in cash $ ( 1,640,701 ) $ 1,030,305 Cash, beginning of year $ 2,576,464 $ 1,546,159 Cash, end of year $ 935,763 $ 2,576,464 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 798,994 $ 365,000 Cash paid during period for taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Equipment purchased by issuance of non-convertible notes payable $ 6,127,989 $ - Non-convertible notes settled with disposal of property $ 3,302,469 $ - Reclassification of related party note to due to related parties $ 2,300,000 $ - Deemed dividend for exercise price reduction of warrants $ 2,999,964 $ 23,953,940 Deemed dividend for conversion price reduction of note $ - $ 52,574,896 Exchange of related party notes to Series D Preferred $ - $ 10,000,000 Common shares issued for cashless exchange of warrants $ 329 $ 11,807 Rounding for reverse split $ 1,490 $ 156 Increase in right of use assets and operating lease liabilities $ - $ 1,070,298 Common shares issued upon conversion of Series Z Preferred $ - $ 1,333 Legal fees paid out of warrant exercise $ - $ 139,955 Assets purchased adjusted from Accounts Receivable $ - $ 137,500 Common shares issued upon conversion of convertible notes and accrued interest $ - $ 2,890,818 Land purchase with issuance of Series A-1 Preferred $ - $ 3,300,084 Land Purchased with deed of trust notes $ - $ 11,699,916 The accompanying notes are an integral part of these consolidated financial statements. F- 7 GREENWAVE TECHNOLOGY SOLUTIONS, INC. Notes to Consolidated Financial Statements December 31, 2025 and 2024 NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia. In December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 75 trucks which we own, manage, and maintain. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries. NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2025, the Company had cash of $ 935,763 and a working capital deficit (current liabilities in excess of current assets) of $ ( 18,339,586 ) . During the year ended December 31, 2025, the net cash used in operating activities was $ ( 5,975,441 ) . The accumulated deficit as of December 31, 2025 was $ ( 520,910,428 ) . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. F- 8 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, extinguishment & modification of debt and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may exceed the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with multiple major financial institutions. At December 31, 2025 and 2024, the uninsured balances amounted to approximately $ 376,924 and $ 2,363,785 , respectively. Property and Equipment, net Property and equipment is stated at cost or, if acquired through a business combination, at fair value at the date of acquisition. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, except for leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in income. Costs for repairs and maintenance are expensed as incurred. Property and equipment is pledged as collateral for certain non-convertible notes (see Note 8 – Advances and Non-Convertible Notes Payable). Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from suppliers, direct costs of providing hauling services to customers, and cost of other revenue, including sand. Prepaid Expenses Prepaid expenses consist of payments made in advance for goods and services that will be received or consumed in future periods. Such amounts are recorded as assets when paid and are recognized as expense in the period in which the related goods or services are received or the economic benefit is realized. Prepaid amounts expected to be realized within twelve months of the balance sheet date are classified as current assets, while amounts expected to be realized beyond twelve months are classified as non-current. The Company periodically evaluates prepaid expenses for recoverability and recognizes a charge to operations if it is determined that the future economic benefit associated with the prepaid asset will not be realized. Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 19 – Related Party Transactions. F- 9 Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 12 – Leases. Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 11 – Commitments and Contingencies. Revenue Recognition The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfilment of its performance obligations to customers. Accounts Receivable Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered. F- 10 The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of receivables that may not be collected and records a provision for expected credit losses. Accounts are written off when all collection efforts have been exhausted. As of December 31, 2025 and 2024, accounts receivable were $ 1,116,924 and $ 1,254,390 , respectively. As of December 31, 2025 and 2024, there was a $ 0 allowance for doubtful , and no allowances were recorded for the years ended December 31, 2025 and 2024, respectively. Inventories Although the Company ships ferrous and non-ferrous metals multiple times per day, it maintains inventories consisting of processed and unprocessed scrap metal, used and salvaged vehicles, and supplies. Inventories are valued at the lower of cost or net realizable value. Inventory cost is determined using the first-in, first-out (FIFO) method. Finished goods are valued at net realizable value as cost is not readily determinable. The value of inventories was $ 2,240,943 and $ 2,889,682 as of December 31, 2025 and 2024, respectively. See Note 5 – Inventories. Advertising The Company expenses advertising costs as incurred. Advertising costs were $ 173,445 and $ 53,147 for the years ended December 31, 2025 and 2024, respectively. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. See “Note 18 – Income Taxes.” Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. F- 11 An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” Deemed Dividends The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2025 and 2024 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. F- 12 The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2025 and 2024, the Company had accruals reported on the balance sheet as current liabilities of $ 0 and $ 0 , respectively. Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five 5 to ten years . When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization of Intangible Assets. Segment Reporting The Company determines its operating segments in accordance with ASC 280, Segment Reporting , as updated by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . Operating segments are defined as components of the business for which discrete financial information is available and that are regularly reviewed by the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), in assessing performance and allocating resources. The Company has identified three operating segments based on its differentiated products and services: Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). The CODM evaluates performance using revenues, gross profit, and operating cash flows on both an operating segment basis and a consolidated basis. Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. The Company has determined that its operating segments exhibit similar economic characteristics and are similar in nature with respect to products and services, production processes, customer types, and methods of distribution. As a result, the Company has aggregated its operating segments into a single reportable segment for financial reporting purposes. The Company operates in one geographic segment, the United States of America. The Company adopted ASU 2023-07 for the year ended December 31, 2024. Additional information about the Company’s operating segments and related disclosures is provided in Note 20 – Segment Reporting. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. F- 13 The computation of basic and diluted income (loss) per share, for the year ended December 31, 2025 and 2024 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, December 31, 2025 2024 Common shares issuable upon conversion of convertible notes - - Options to purchase common shares 206 7 Warrants to purchase common shares 3,421 104,308 Common shares issuable upon conversion of preferred stock 373,334 106,736 Total potentially dilutive shares 376,961 211,051 On August 20, 2025, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $ 0.001 per share, in the ratio of 1-for-110 , which was effective at 5:00 p.m., eastern time, on August 22, 2025. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2025 and 2024. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. Recent Accounting Pronouncements Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in enhanced income tax disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted Disclosure Improvements In October 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates into the FASB Accounting Standards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection with the SEC’s Disclosure Update and Simplification Initiative (SEC Release No. 33-10532). The amendments modify or add various disclosure and presentation requirements across a number of Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the impact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures. Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. Credit Losses – Accounts Receivable and Contract Assets In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all entities with a practical expedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Under the practical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast period, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets. The standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual periods, applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. F- 14 NOTE 4 – CONCENTRATIONS OF RISK During the years ended December 31, 2025 and 2024, no supplier accounted for more than 5 % of the Company’s cost of revenues. Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. At December 31, 2025, seven certain large customers individually accounted for $ 159,073 , $ 143,994 , $ 113,939 , $ 95,381 , $ 88,446 , $ 79,048 , and $ 70,322 , or 14.24 %, 12.89 %, 10.20 %, 8.54 %, 7.92 %, 7.08 %, and 6.30 %, respectively. At December 31, 2024, six certain large customers individually accounted for $ 156,535 , $ 145,703 , $ 140,978 , $ 130,518 , $ 109,900 , $ 83,387 , and $ 67,214 , or 12.48 %, 11.62 %, 11.24 %, 10.40 %, 8.76 %, 6.65 %, and 5.36 %, respectively. Customer Concentrations The Company has a concentration of customers. For the fiscal year ended December 31, 2025, two large customers individually accounted for $ 12,073,690 and $ 5,482,886 , or approximately 25.88 % and 11.75 % of our revenues, respectively. For the fiscal year ended December 31, 2024, two large customers individually accounted for $ 18,654,928 and $ 1,683,325 , or approximately 55.99 % and 5.05 % of our revenues, respectively. Supplier Concentrations The Company does not have a concentration of suppliers. The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. NOTE 5 – INVENTORIES Inventories consisted of the following as of: SCHEDULE OF INVENTORIES December 31, December 31, 2025 2024 Processed and unprocessed scrap metal $ 2,240,943 $ 2,889,682 Finished products - - Inventories $ 2,240,943 $ 2,889,682 NOTE 6 – PROPERTY AND EQUIPMENT On December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $ 15,000,000 , to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The transaction closed on December 2, 2024. The purchase price is paid by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $ 0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $ 3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $ 11,699,916 . The DWM Note bears interest at a rate of 10 % per annum, and is payable in equal installments of $ 2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $ 3,000,000 , then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company’s cash balance. Property and equipment as of December 31, 2025 and 2024 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, 2025 2024 Machinery & Equipment $ 19,658,607 $ 18,467,955 Furniture & Fixtures 6,128 6,128 Vehicles 21,742,353 20,679,716 Leaseholder Improvement 2,036,384 1,886,384 Land 3,641,579 3,641,579 Buildings 724,170 724,170 Subtotal 47,809,221 45,405,932 Property and equipment, gross 47,809,221 45,405,932 Less accumulated depreciation ( 11,961,211 ) ( 7,974,269 ) Property and equipment, net $ 35,848,010 $ 37,431,663 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 5,706,278 and $ 4,379,393 , respectively. Impairment of equipment for the years ended December 31, 2025 and 2024 was $ 0 and $ 439,086 , respectively. Loss on assets for the years ended December 31, 2025 and 2024 was $ 0 and $ 12,338,550 , respectively due to loss on a related-party asset purchase. Gain on assets for the years ended December 31, 2025 and 2024 was $ 202,466 and $ 0 , respectively due to loss on a non related-party asset purchase. For the year ended December 31, 2024, the Company wrote off its fully depreciated equipment in the amount of $ 1,474,750 and also fully wrote off impaired equipment in the amount of $ 624,462 . For the year ended December 31, 2025, the Company wrote off its fully depreciated equipment in the amount of $ 19,427 . F- 15 NOTE 7 – AMORTIZATION OF INTANGIBLE ASSETS All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS December 31, 2025 Remaining Gross carrying Accumulated Carrying estimated amount amortization value useful life Intellectual Property $ 3,036,000 $ ( 2,580,600 ) $ 455,400 1 year Customer List 2,239,000 ( 951,575 ) 1,287,425 6 years Licenses 21,274,000 ( 9,041,450 ) 12,232,550 6 years Total intangible assets, net $ 26,549,000 $ ( 12,573,625 ) $ 13,975,375 December 31, 2024 Remaining Gross carrying Accumulated Carrying estimated amount amortization value useful life Intellectual Property $ 3,036,000 $ ( 1,973,400 ) $ 1,062,600 2 years Customer List 2,239,000 ( 727,675 ) 1,511,325 7 years Licenses 21,274,000 ( 6,914,050 ) 14,359,950 7 years Total intangible assets, net $ 26,549,000 $ ( 9,615,125 ) $ 16,933,875 There were no intangible assets acquired during the years ended December 31, 2025 and 2024. Amortization expense for intangible assets was $ 2,958,500 and $ 2,958,500 for the years ended December 31, 2025 and 2024, respectively. Total estimated amortization expense for our intangible assets for the years 2026 through 2029 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2026 $ 2,806,700 2027 2,351,300 2028 2,351,300 2029 2,351,300 2030 2,351,300 Thereafter 1,763,475 NOTE 8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE Factoring Advances On February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,340,000 for a purchase price of $ 970,000 . There was an origination fee of $ 30,000 . There were cash proceeds of $ 970,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $ 25,800 through January 2025. The advance matured on January 23, 2025. There was amortization of debt discount of $ 370,000 during the year ended December 31, 2024. The Company made cash repayments of $ 606,400 during the year ended December 31, 2024. The Company realized a $ 733,600 gain on settlement during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 . The advance is retired. On February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 822,000 for a purchase price of $ 572,950 . There was an origination fee of $ 27,050 . There were cash proceeds of $ 572,950 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $ 30,444 through August 2024. The advance matured on August 31, 2024. There was amortization of debt discount of $ 249,050 during the year ended December 31, 2024. The Company made cash repayments of $ 668,556 during the year ended December 31, 2024. There was a gain on settlement $ 153,444 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 . The advance is retired. On February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 559,600 for a purchase price of $ 376,000 . There was an origination fee of $ 24,000 . There were cash proceeds of $ 376,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $ 25,436 through July 2024. The advance matured on July 15, 2024. There was amortization of debt discount of $ 183,600 during the year ended December 31, 2024. The Company made cash repayments of $ 544,745 during the year ended December 31, 2024. There was a gain on settlement $ 14,855 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 . The advance is retired. On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,499,000 for a purchase price of $ 700,000 . There was an origination fee of $ 300,000 . There were cash proceeds of $ 700,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $ 125,000 through June 2024. The advance matured on June 6, 2024. There was amortization of debt discount of $ 799,000 during the year ended December 31, 2024. The Company made cash repayments of $ 1,375,000 during the year ended December 31, 2024. There was a gain on settlement $ 124,000 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 . The advance is retired. F- 16 On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 374,750 for a purchase price of $ 225,000 . There was an origination fee of $ 25,000 . There were cash proceeds of $ 225,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $ 23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $ 149,750 during the year ended December 31, 2024. The Company made cash repayments of $ 343,688 during the year ended December 31, 2024. There was a gain on settlement $ 31,062 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $ 0 , net an unamortized debt discount of $ 0 . The advance is retired. The remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2025 and 2024, the Company owed $ 85,000 for Simple Agreements for Future Tokens. Non-Convertible Notes Payable On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $ 74,186 . GM Financial financed $ 65,000 of the purchase price of the vehicle and the Company was required to make a $ 10,000 down payment. There was a $ 2,400 rebate applied to the purchase price. The Company is required to make 60 monthly payments of $ 1,236 . During the years ended December 31, 2025 and 2024, the Company made $ 9,281 and $ 31,330 in payments towards the financing agreement, respectively. There was amortization of debt discount of $ 4,306 and $ 1,792 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the financing agreement had a balance of $ 0 and $ 4,875 , net an unamortized debt discount of $ 0 and $ 4,306 , respectively. On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $ 964,470 for the financing and installation of a piece of equipment in the amount $ 750,000 . The Company is required to make monthly payments in the amount $ 6,665 through October 2022 and monthly payments of $ 19,260 until October 2026. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on October 21, 2026. During the years ended December 31, 2025 and 2024, the Company made $ 244,963 and $ 202,747 in payments towards the note, respectively. There was additional interest of $16,148 booked during the year ended December 31, 2025. There was amortization of debt discount of $ 65,950 and $ 57,294 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 176,792 and $ 310,476 net an unamortized debt discount of $ ( 61,471 ) and $ 49,802 , respectively. On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 , bears an interest rate of 6.5 %, and matures on September 1, 2032. The Company is required to make monthly payments of $ 4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $ 17,338 and $ 17,903 during the years ended December 31, 2025 and 2024, respectively. The Company made interest payments of $ 31,614 and $ 35,809 during the years ended December 31 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a principal balance of $ 543,988 and $ 561,324 , respectively and accrued interest of $ 0 and $ 2,999 . On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 , bears an interest rate of 6.5 %, and matures on September 1, 2032. The Company is required to make monthly payments of $ 4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $ 17,338 and $ 17,903 during the years ended December 31, 2025 and 2024, respectively. The Company made interest payments of $ 31,614 and $ 35,809 during the years ended December 31 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a principal balance of $ 543,988 and $ 561,324 , respectively and accrued interest of $ 0 and $ 2,999 . F- 17 On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $ 2,980,692 for a purchase price of $ 2,505,000 . The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $ 82,797 through September 2025. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on September 14, 2025. There was amortization of debt discount of $ 56,316 and $ 112,006 and a gain on settlement of $ 33,027 and $ 0 recorded during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 667,123 and $ 805,182 towards the note during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 575,616 net an unamortized debt discount of $ 0 and $ 59,478 , respectively. On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,539,630 for a purchase price of $ 1,078,502 . The note is secured by certain assets of the Company. A non-cash adjustment of $ 439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $ 10,410 through March 2023 and then monthly payments in the amount of $ 20,950 through March 2029. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $ 247,899 and $ 104,107 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 87,047 and $ 220,860 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 2024 the note had a balance of $ 0 and $ 680,674 net an unamortized debt discount of $ 0 and $ 247,897 , respectively. On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,560,090 for a purchase price of $ 1,092,910 . $ 586,000 of this balance was settled against the disposal of property and equipment. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $ 10,630 through March 2023 and then monthly payments in the amount of $ 21,225 through March 2029. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $ 254,642 and $ 107,423 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 79,696 and $ 223,759 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024 the note had a balance of $ 0 and $ 689,613 net an unamortized debt discount of $ 0 and $ 249,740 , respectively. On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,597,860 for a purchase price of $ 1,119,334 . The note is secured by certain assets of the Company. A non-cash adjustment of $ 439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $ 10,860 through March 2023 and then monthly payments in the amount of $ 21,740 through March 2029. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $ 216,411 and $ 108,233 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 82,870 and $ 229,388 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 2024, the note had a balance of $ 0 and $ 706,341 net an unamortized debt discount of $ 0 and $ 255,835 , respectively. On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,557,435 for a purchase price of $ 1,093,380 . The note is secured by certain assets of the Company. A non-cash adjustment of $ 439,000 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $ 10,585 through March 2023 and then monthly payments in the amount of $ 21,190 through March 2029. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $ 250,101 and $ 103,266 during the years months ended December 31, 2025 and 2024, respectively. There were payments of $ 51,787 and $ 223,818 during the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 687,948 net an unamortized debt discount of $ 0 and $ 250,101 , respectively. On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,245,018 for a purchase price of $ 1,021,500 . The note is secured by certain assets of the Company. There were cash proceeds of $ 1,000,000 . The Company is required to make monthly payments in the amount of $ 10,365 through March 2023 and then monthly payments in the amount of $ 34,008 through March 2026. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $ 41,021 and $ 64,534 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 276,154 and $ 330,875 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2 025 and 2024, the note had a balance of $ 133,752 and $ 381,903 net an unamortized debt discount of $ 50,416 and $ 78,419 , respectively. F- 18 On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,185,810 for a purchase price of $ 832,605 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 832,605 used to purchase equipment, as well as a non-cash adjustment of $ 289,033 on disposal of assets. The Company is required to make monthly payments in the amount of $ 8,030 through April 2023 and then monthly payments in the amount of $ 16,135 through April 2028. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on April 12, 2028. There was amortization of debt discount of $ 67,928 and $ 79,231 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 43,355 and $ 156,933 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 531,871 net an unamortized debt discount of $ 0 and $ 185,515 , respectively. During the year ended December 31, 2025, an additional non-cash adjustment for $ 219,069 was recorded on disposal of assets and a $ 190,438 gain on settlement was recorded for early payoff on this note. On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $ 822,040 for a purchase price of $ 628,353 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 628,253 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 6,370 through June 2023 and then monthly payments in the amount of $ 16,595 through June 2027. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on June 23, 2027. There was amortization of debt discount of $ 10,974 and $ 64,812 during years ended December 31 2025 and 2024, respectively. There were payments of $ 183,631 and $ 232,826 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 242,229 and $ 346,227 net an unamortized debt discount of $ 340,909 and $ 54,034 , respectively. On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,186,580 for a purchase price of $ 832,605 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 832,605 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 9,185 through June 2023 and then monthly payments in the amount of $ 23,955 through June 2027. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on June 24, 2027. There were additional fees incurred of $ 8,733 and $ 21,380 during the years ended December 31, 2024 and 2023, respectively. The company recorded additional interest adjusted to debt discount amounting to $ 113,839 . There was amortization of debt discount of $( 10,491 ) and $ 107,570 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 191,967 and $ 174,746 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 349,636 and $ 494,748 net an unamortized debt discount of $( 229,154 ) and $ 292,226 , respectively. On April 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 317,415 for a purchase price of $ 219,676 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 219,676 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 2,245 through August 2023 and then monthly payments in the amount of $ 4,315 through July 2027. The note bears an interest rate of 10.6 %, is secured by certain assets of the Company, and matures on July 12, 2029. There were payments of $ 61,249 and $ 41,589 during the years ended December 31, 2025 and 2024, respectively and $ 150,466 and $ 0 of this balance, respectively, was settled against the disposal of property and equipment. The company recorded additional interest adjusted to debt discount amounting to $ 150,466 . There was amortization of debt discount of $( 58,547 ) and $ 3,480 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 0 and $ 145,554 net an unamortized debt discount of $ 0 and $ 66,158 , respectively. F- 19 On December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $ 11,699,916 . The note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer and is secured by such property. There were non-cash proceeds of $ 11,699,916 used to purchase the land and equipment. The note matures on March 31, 2025 and accrues interest at 10 % per annum. The note requires monthly payments of $ 2,983,309 , however in the event such payment would result in the Company having less than $ 3 million cash on hand, such payment is delayed without penalty until the following month and the maturity date of the note extended. There was amortization of debt discount of $ 0 during the years ended December 31, 2025 and 2024. The Company made payments of $ 2,300,000 towards the principal of the note during the year ended December 31, 2025. As of December 31, 2025 and 2024, the note had a principal balance and accrued interest of $ 5,391,859 and $ 7,691,859 , respectively. Subsequent to December 31, 2025, the note was extended to March 31, 2026, and then further extended to June 30, 2026. On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,373,040 for a purchase price of $ 1,026,844 . The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $ 19,070 . The note matures on February 3, 2031. There was amortization of debt discount of $ 62,495 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 172,630 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 911,784 and $ 0 net of an unamortized debt discount of $ 288,626 and $ 0 , respectively. On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,000,107 for a purchase price of $ 769,383 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 29,853 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 14,305 . The note matures on February 3, 2031. There was amortization of debt discount of $ 35,205 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 128,745 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 684,050 and $ 0 net of an unamortized debt discount of $ 187,312 and $ 0 , respectively. On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,517,127 for a purchase price of $ 1,167,350 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 45,273 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 21,700 . The note matures on February 3, 2031. There was amortization of debt discount of $ 17,670 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 196,300 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 1,037,443 and $ 0 net of an unamortized debt discount of $ 283,384 and $ 0 , respectively. On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,213,693 for a purchase price of $ 898,653 . The note is secured by certain assets of the Company. There were non-cash proceeds of $ 36,227 used to purchase equipment. The Company is required to make monthly payments in the amount of $ 17,360 . The note matures on February 3, 2031. There was amortization of debt discount of $ 12,656 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 156,240 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 830,115 and $ 0 net of an unamortized debt discount of $ 227,338 and $ 0 , respectively. On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,658,880 for a purchase price of $ 1,240,690 . The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $ 23,040 . The note matures on May 28, 2031. There was amortization of debt discount of $ 7,228 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 101,400 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 1,169,642 and $ 0 net of an unamortized debt discount of $ 397,078 and $ 0 , respectively. On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $ 1,327,680 for a purchase price of $ 992,852 . The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $ 7,383 . The note matures on May 28, 2031. There was amortization of debt discount of $ 4,153 and $ 0 during the years ended December 31, 2025 and 2024, respectively. There were payments of $ 71,903 and $ 0 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the note had a balance of $ 925,765 and $ 0 net of an unamortized debt discount of $ 320,772 and $ 0 , respectively. The following table details the current and long-term principal due under non-convertible notes as of December 31, 2025. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal Principal (Current) (Long Term) Non-Convertible Note (Issued March 8, 2019) $ - $ 5,000 Deed of Trust Note (Issued September 1, 2022) 53,712 490,276 Deed of Trust Note (Issued September 1, 2022) 53,712 490,276 Equipment Finance Note (Issued April 21, 2022) 115,321 - Equipment Finance Note (Issued January 10, 2023) 184,169 - Equipment Finance Note (Issued February 24, 2023) 120,482 - Equipment Finance Note (Issued February 23, 2023) 199,140 383,999 Equipment Finance Note (Issued February 3, 2025) 228,840 971,570 Equipment Finance Note (Issued February 3, 2025) 171,660 699,702 Equipment Finance Note (Issued February 3, 2025) 260,400 1,060,427 Equipment Finance Note (Issued February 3, 2025) 208,320 849,133 Equipment Finance Note (Issued May 28, 2025) 276,480 970,057 Equipment Finance Note (Issued May 28, 2025) 88,599 1,478,121 SAFTs - 85,000 DWM Property Note 5,391,859 - Debt Discount ( 162,391 ) ( 1,642,823 ) Total Principal of Non-Convertible Notes $ 7,190,303 $ 5,840,738 Total principal payments due on non-convertible notes for 2026 through 2028 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2026 $ 7,352,695 2027 1,540,863 2028 1,526,582 2029 1,341,723 Thereafter 3,074,392 F- 20 NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2025 and 2024, the Company owed accounts payable and accrued expenses of $ 8,043,143 and $ 5,893,351 , respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills. SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2025 2024 Accounts Payable $ 2,950,052 $ 2,364,398 Credit Cards 37,400 25,118 Accrued Interest 2,849,977 2,439,466 Accrued Expenses 2,205,714 1,064,369 Total Accounts Payable and Accrued Expenses $ 8,043,143 $ 5,893,351 NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. As of December 31, 2025 and 2024, the Company owed payroll tax liabilities, including penalties, of $ 3,946,411 to federal and state taxing authorities and $ 2,798,904 to federal and state governments. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. NOTE 11 – COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State Court (the “Action”). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it. As previously reported on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $ 1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a) (2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $ 1.00 per share for 30 consecutive business days. The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $ 0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. F- 21 On September 9, 2025, the Company received formal notice from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). On May 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”) with the SEC. The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1). On August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Q2 Form 10-Q”). The Staff informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with Nasdaq Listing Rule 5550(a)(2). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025. On November 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 Form 10-Q”). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 Form 10-Q with the SEC. On November 21, 2025, the Company formally requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the Company filed the Q2 Form 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed. On April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”). The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1). 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 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance. On May 21, 2026, the Company received an additional delinquency notification letter 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 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). 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. Employee Matter Subsequent to year-end, in April 2026, the Company identified and terminated a former non-officer employee in its logistics function who had improperly diverted certain hauling work to an outside entity and engaged in related improper conduct. The conduct occurred during 2026 and did not have a material effect on the Company's financial statements as of and for the year ended December 31, 2025. The Company has reviewed the matter, including outreach to potentially affected customers, and does not believe its ultimate resolution will have a material effect on the Company's financial position, results of operations, or cash flows. Accordingly, no liability has been recorded. The Company's review is ongoing, and the Company is pursuing available remedies against the former employee. NOTE 12 – LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $ 3,668 for the first twelve months of the lease and increasing by approximately 3 % every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $ 3,668 . The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement. F- 22 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; $23,000 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 had the option to purchase the property for $ 3,277,000 until February 28, 2024. In May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up and waste management obligations. Under the amended terms, rent was $23,000 for May 2025 (paid), $17,000 per month from June 1, 2025 through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027 through February 28, 2028. Beginning January 1, 2026, rent increases to $20,000 per month if the Company does not adhere to certain site clean-up obligations outlined in the amendment. The Company remains responsible for payment of property taxes related to the premises. All other material terms of the lease remain unchanged. Automobile Leases (Operating Leases) Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 in ROU assets and $ 27,757 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expired on February 15, 2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease. On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $ 18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2026 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease. ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES December 31, December 31, 2025 2024 ROU assets – related party $ - $ - ROU assets 495,457 1,048,070 Total ROU assets $ 495,457 $ 1,048,070 Current portion of lease liabilities – related party $ - $ - Current portion of lease liabilities 272,476 331,545 Long term lease liabilities, net of current portion 233,451 773,820 Total lease liabilities $ 505,927 $ 1,105,365 F- 23 Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2025 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2026 $ 272,476 2027 254,448 2028 40,000 Total Minimum Lease Payments $ 566,924 Less: Imputed Interest $ ( 60,997 ) Present Value of Lease Payments $ 505,927 Less: Current Portion $ ( 272,476 ) Long Term Portion $ 233,451 The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the years ended December 31, 2025 and 2024 was $ 535,680 and $ 1,998,428 , respectively. At December 31, 2025, the leases had a weighted average remaining lease term of 2 years and a weighted average discount rate of 10 %. NOTE 13 – CONVERTIBLE NOTES PAYABLE On July 3, 2023, the Company closed a bridge financing in the principal amount of $ 1,031,250 for a purchase price of $ 825,000 with certain accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired. On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $ 15,000,000 , which consisted of approximately $ 13,188,750 in cash and $ 1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $ 500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67 %, do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18 % per annum until such default has been cured, and mature after 24 months, on July 31, 2025 . The aggregate principal amount of the notes is $ 18,000,000 . The Company will pay to the Investors an aggregate of $ 1,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”), at a conversion price per share of $ 225.0 , subject to adjustment under certain circumstances described in the Senior Notes. There is a 125 % conversion premium for any principal converted to shares of common stock. In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $29.40. To secure its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior Notes at a 10 % redemption premium. There is a 125 % change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified therein. Danny Meeks, the Company’s Chief Executive Officer, and the Company’s subsidiaries each guaranteed the Company’s obligations under the Senior Notes. In the event of default, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal and accrued and unpaid late charges on such principal, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a bankruptcy event of default. The Warrants are exercisable for five years to purchase an aggregate of 4,420,460 shares of Common Stock at an exercise price of $ 0.01 , subject to adjustment under certain circumstances described in the Warrants. There were an additional 866,441 warrants issued at an exercise price of $ 1.50 per share for a period of five years as commission for the offering, the Company credited additional paid in capital $ 3,279,570 and $ 753,567 for a debt discount for the fair value of warrants issued in its senior secured debt offering and the warrants issued as commission for its senior secured debt offering, respectively. Further, there was a $ 3,850,000 debt discount created for the offering costs and original issuance discount on the Senior Notes. F- 24 The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 148.60 % to 149.08 %, (3) risk-free interest rate of 4.18 % - 4.70 %, and (4) expected life of 5.01 years. During the year ended December 31, 2023, there was amortization of debt discount of $ 2,219,221 . On August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced from $ 225.00 to $ 153.00 per share. The Company credited additional paid in capital $ 5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 148.60 %, (3) risk-free interest rate of 4.70 %, and (4) expected life of 2.95 years. On March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is less than $ 37.50 , the Holder cannot convert the Note into Common Stock and (B) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $ 37.50 or greater, there shall be no limitations as to the amount of the Note that may be converted into Common Stock. On March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $ 153.0 to $ 29.40 per share. During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $ 0 and $ 23,953,940 , respectively, for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 93 %, (3) risk-free interest rate of 5.06 %, and (4) expected life of 1.37 years. On May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion price of the senior notes to $ 7.50 , subject to certain circumstances described in the Senior Notes along with certain conversion price adjustment mechanism. As a result of the modification, the Company recorded a loss on debt extinguishment for the change in fair value of the conversion option in the amount of $ 16,333,271 On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver. During the year ended December 31, 2024, there was amortization of debt discount $ 5,901,759 . During the year ended December 31, 2024, the Company made cash payments of $ 1,497,083 on the principal of the convertible notes. During the year ended December 31, 2024, holders converted $ 16,502,905 of principal into 22,532 shares of common stock with a fair value of $ 30,716,938 (See Note 14 – Stockholder’s Equity ). The Company realized a loss from the conversion premium of $ 14,213,480 on conversion of notes during the year ended December 31, 2024 F- 25 As of December 31, 2025 and 2024, the carrying value of the convertible notes was $ 0 and $ 0 , respectively. As of December 31, 2025 and 2024, the current and non-current portions of the note were $ 0 and $ 0 , respectively. NOTE 14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability treatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition of a derivative liability. The Company estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 141.83 %, (3) risk-free interest rate of 4.46 %, and (4) expected life of 5 years. The Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 159.02 %, (3) risk-free interest rate of 4.52 %, and (4) expected life of 5 years. The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. F- 26 As of December 31, 2025, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2025 and 2024: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2025 (Level 1) (Level 2) (Level 3) Derivative liability $ - $ - $ - $ - Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Derivative liability $ - $ - $ - $ - The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2025: SCHEDULE OF CHANGES IN FAIR VALUE ON THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES Balance, December 31, 2023 $ - Establishment of derivative liability upon authorized share shortfall 64,951,789 Gain on change in fair value of derivative liability ( 48,314,949 ) Settlement of derivative liability upon correction of authorized share shortfall ( 16,636,840 ) Balance, December 31, 2024 $ - Mark to market to December 31, 2025 - Balance, December 31, 2025 $ - Gain on change in derivative liabilities for the year ended December 31, 2025 $ - Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. F- 27 NOTE 15 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $ 0.001 per share. Series D On March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $ 0.001 per share (the “Series D”). The Series D has a $ 10,000 stated value per share. The Series D is convertible into the Company’s common stock at $ 3,366 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 Series D in cash or shares of its Common Stock. On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM agreed to exchange $ 10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for shares of the Company’s newly created Series D. On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock. As a result of the transaction, the Series D stock were extinguished. The resulting gain on the transaction of $ 1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties. On May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock. As of December 31, 2025, there were 0 shares of Series D issued and outstanding. F- 28 Series A-1 On November 15, 2024, the Company authorized the issuance of 450,000 shares of Series A-1 Preferred Stock, par value $ 0.001 per share. The Series A-1 Preferred Stock has a $ 1,000 stated value per share and each share is convertible into common stock at 0.0001 % of the then-outstanding shares of common stock at the election of the holder. The Series A-1 have a liquidation preference senior to common, do not bear dividends, and are entitled to vote on an as-converted basis. On December 2, 2024, the Company issued 450,000 shares of Series A-1 Preferred Stock as consideration for land and permits purchased from DWM Properties, LLC, controlled by the Company’s Chief Executive Officer. The value of the shares of Series A-1 was calculated on an as-converted basis at $ 3,300,048 . As of December 31, 2025 and 2024, there were 450,000 and 450,000 shares of Series A-1 Preferred Stock issued and outstanding, respectively. Common Stock The Company is authorized to issue 1,200,000,000 shares of common stock, par value $ 0.001 per share. During the year ended December 31, 2024, the Company issued 74,084 shares of common stock pursuant to purchase agreements for cash proceeds of $ 40,369,115 , net of legal fees and commissions of $ 2,071,451 . During the year ended December 31, 2024, the Company issued 987 shares pursuant to the exercise of warrants for cash proceeds of $ 2,834,741 , net of legal fees $ 139,955 . The Company issued extra shares with a value of $ 52,183 . During the year ended December 31, 2024, the Company issued 107,337 shares pursuant to the cashless exercise of warrants. During the year ended December 31, 2024, the Company issued 1,415 shares as an adjustment to round-up fractional shares for the reverse-split. During the year ended December 31, 2024, the Company issued 12,121 shares for the exchange of Series D Preferred Stock. During the year ended December 31, 2024, the Company issued 3,749 shares for the exchange and retirement of a related-party debt note in the principal amount of $ 7,218,350 . During the year ended December 31, 2024, the Company issued 26,280 shares of common stock for the conversion of debt in the principal amount of $ 16,502,917 with a fair value of $ 37,953,304 . The Company realized a $ 14,213,480 loss from the conversion premiums on the conversion of the notes. During the year ended December 31, 2024, the Company issued 13,939 with a value of $ 761,124 , of which $ 761,124 vested and services were performed during the year ended December 31, 2024 and $ 76,875 vested and services will be performed in 2025. During the year ended December 31, 2025, the Company issued 3,427 shares of common stock for services rendered. During the year ended December 31, 2025, the Company issued 328,451 shares of common stock pursuant to the cashless exercises of warrants. During the year ended December 31, 2025 the Company issued 260,403 shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $ 11,041,070 , gross of offering costs, and $ 10,478,605 net of $ 562,465 in offering fees. During the year ended December 31, 2025, the Company issued 159 shares of common stock pursuant to rounding upon the effectuation of a reverse stock split. As of December 31, 2025 and 2024 there were 829,631 and 237,191 shares of common stock issued and outstanding, respectively. F- 29 Additional Paid in Capital During the year ended December 31, 2024, the Company credited additional paid in capital $ 3,004,909 for the fair value of warrants issued as commission for its warrant inducement and common stock purchase agreements. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 122.93 – 162.12 %, (3) risk-free interest rate of 4.21 – 4.66 %, and (4) expected life of 5 years. During the year ended December 31, 2024, the Company credited additional paid in capital $ 3,029,927 for the fair value of warrants issued for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 123.05 %, (3) risk-free interest rate of 4.22 %, and (4) expected life of 5 years. During the year ended December 31, 2024, the Company credited additional paid in capital $ 23,943,940 for a deemed dividend for the triggering of certain price protection provisions in the conversion feature of its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 93 %, (3) risk-free interest rate of 5.06 %, and (4) expected life of 1.37 years. During the year ended December 31, 2024, the Company credited additional paid in capital $ 52,574,896 for deemed dividends for the reduction in the exercise price of certain warrants. The Company estimated the fair value of the deemed dividends using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 108.49 – 162.12 %, (3) risk-free interest rate of 4.36 – 4.64 %, and (4) expected life of 5 years. During the year ended December 31, 2024, the Company credited additional paid in capital $ 12,388,229 for the modification of the conversion feature related to then outstanding convertible notes payable. The Company estimated the change in fair value of the conversion feature using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 130.66 %, (3) risk-free interest rate of 5.12 %, and (4) expected life of 1.24 years. On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional paid in capital $ 64,951,789 to establish the derivative liability. Upon the Company enacting the Reverse Stock Split on May 31, 2024, the authorized share shortfall was alleviated and the Company credited additional paid in capital $ 16,636,840 , after the reclassification into equity. See Note 18 for further details During the year ended December 31, 2025, the Company credited additional paid-in capital approximately $ 10.5 million related to the issuance of common stock and warrants pursuant to purchase agreements for cash, net of offering costs. During the year ended December 31, 2025, the Company recorded a deemed dividend of approximately $ 3.0 million in additional paid-in capital for the reduction in the exercise price of certain outstanding warrants. During the year ended December 31, 2025, the Company recognized $ 99,996 in additional paid-in capital for common stock issued for services rendered. During the year ended December 31, 2025, the Company recognized $ ( 329 ) in additional paid-in capital for common stock issued pursuant to the cashless exercise of warrants. During the year ended December 31, 2025, the Company recognized $ 1490 in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split. F- 30 NOTE 16 – WARRANTS During the year ended December 31, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing warrants, pursuant to which it issued 972 shares of common stock and recorded an additional 15 shares to be issued for cash proceeds of $ 2,834,632 , payment of legal fees $ 139,955 , and were issued new warrants to purchase 1,669 shares of common stock at an exercise price of $ 3,366 per share. On March 18, 2024, the Company realized a deemed dividend of $ 1,444,324 for a deemed dividend for the reduction in the exercise price. On March 18, 2024, the Company realized an expense for the issuance of new warrants for the inducement of $ 3,029,927 . During the year ended December 31, 2024, the Company issued 840 warrants to purchase common stock to its financial advisor, for which it recognized an expense of $ 3,004,909 for the fair value of the warrants. During the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 29,891 warrants to purchase common stock in connection with the security purchase agreements described above. The warrants have a term of 5 years and were granted with exercise prices between $ 3,300 and $ 4,950 . As a result of the Reverse Stock Split on May 31, 2024, the Company issued 166,095 additional warrants to purchase shares of common stock pursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the warrant would be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also increase. During the year ended December 31, 2024, 143,115 warrants were exercised on a cashless basis for 107,337 shares of common stock. During the three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company and the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the warrants, or 48,435 shares of common stock. Concurrently, the Company and the holders of 38,868 warrants issued on or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91 to $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event of certain dilutive issuances or share combinations. As a result of this amendment, an additional 58,293 warrants were issued. During the three months ended March 31, 2025, an additional 8,843 warrants were cashless exercised into 55,066 shares of common stock. On January 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $ 58.30 per share. On February 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $ 36.30 per share. During the three months ended September 30, 2025, an additional 98,246 warrants were cashless exercised into 137,185 shares of common stock. During the three months ended December 31, 2025, an additional 181,599 warrants were cashless exercised into 136,200 shares of common stock. F- 31 A summary of the warrant activity for the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2024 104,319 $ 323.40 4.40 $ - Granted 282,339 $ 43.34 Exercised ( 383,237 ) $ 43.34 Cancelled/Exchanged - $ - Outstanding at December 31, 2025 3,421 $ 172.30 3.28 $ - Exercisable at December 31, 2025 3,421 $ 172.30 3.28 $ - SCHEDULE OF WARRANT EXERCISABLE Exercise Warrants Weighted Avg. Warrants Price Outstanding Remaining Life Exercisable $ 165.00 3,260 3.38 3,260 320.10 161 1.16 161 3,421 3.28 3,421 The aggregate intrinsic value of outstanding stock warrants was $ 0 based on warrants with an exercise price less than the Company’s stock price of $ 5.24 as of December 31, 2025 which would have been received by the warrant holders had those holders exercised the warrants as of that date. F- 32 NOTE 17 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of December 31, 2025, the Company had granted an aggregate of 13,970 securities under the Plans since inception, with 13,388 shares available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. A summary of the stock option activity for the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2024 220 $ 2,723,710 2.47 $ - Granted - Exercised - Forfeiture/Cancelled ( 14 ) 2,475,000 Outstanding at December 31, 2025 206 $ 3,723,473 0.99 $ - Exercisable at December 31, 2025 206 $ 3,723,473 0.99 $ - SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Number of Remaining Number of Price Options Life In Years Options Exercisable $ 378,500 – 1,237,500 22 2.60 22 1,237,501 – 2,475,000 9 1.70 9 2,475,001 – 3,712,500 35 0.63 35 3,712,501 – 4,950,000 112 0.77 112 4,950,001 – 5,296,500 28 0.79 28 F- 33 The aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price greater than the Company’s stock price of $ 5.24 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the year ended December 31, 2025 and 2024 was $ 0 and $ 0 , respectively. Unrecognized compensation expense was $ 0 as of December 31, 2025. NOTE 18 – INCOME TAXES The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35 % to 21 %. ASC 740, “Income Taxes,” requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation (presented in both dollars and percentages using prescribed categories) and additional information regarding income taxes paid and the components of income tax expense by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. The Company operates solely within the United States; accordingly, all pre-tax loss from continuing operations is domestic, there are no foreign tax effects, and income taxes are levied in the U.S. federal jurisdiction and the Commonwealth of Virginia, which comprises the entirety of the state and local income tax category. At December 31, 2025, the Company has available for income tax purposes of approximately $ 47,264,135 and $ 65,785,385 in federal net operating loss (NOL) carry forward which begin expiring in the year 2033 and with no expiration, respectively, that may be used to offset future taxable income. Further, the Company has available for income tax purposes of approximately $ 61,608,152 and $ 73,538,544 in Colorado and Virginia, respectively, state net operating loss (NOL) carry forward which begin expiring in the year 2033, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2025, the Company has increased the valuation allowance from $ 22,215,116 to $ 27,948,394 . The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent stockholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent stockholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization. The Company is required to file income tax returns in the U.S. Federal jurisdiction and the state of Virginia. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2016. SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) The components of the provision for income taxes for the years ended December 31, 2025 and 2024 are as follows: 2025 2024 Current: Federal $ - $ - State and local - - Foreign - - Total current - - Deferred: Federal - - State and local - - Foreign - - Total deferred - - Total income tax provision / (benefit) $ - $ - Total income tax expense disaggregated by jurisdiction was $ 0 for federal, state and local, and foreign for both years. Income taxes paid, net of refunds, were as follows: SCHEDULE OF INCOME TAXES PAID, NET OF REFUNDS 2025 2024 Federal $ - $ - State and local - - Foreign - - Total income taxes paid, net of refunds $ - $ - SCHEDULE OF PRE-TAX INCOME (LOSS) BY JURISDICTION Pre-tax income (loss) from continuing operations, by domestic and foreign jurisdiction, for the years ended December 31, 2025 and 2024, is as follows: 2025 2024 Domestic $ ( 21,596,628 ) $ ( 23,917,353 ) Foreign - - Pre-tax loss from continuing operations $ ( 21,596,628 ) $ ( 23,917,353 ) The Company conducts all of its operations within the United States; accordingly, there was no foreign component of pre-tax income (loss) for either year. SCHEDULE OF EFFECTIVE TAX RATE RECONCILIATION A reconciliation of income tax computed at the U.S. federal statutory rate to the Company’s effective income tax for the years ended December 31, 2025 and 2024, presented in both dollars and percentages, is as follows: 2025 2024 $ % $ % Income tax benefit at federal statutory rate (21%) ( 4,535,292 ) 21.0 % ( 5,022,644 ) 21.0 % State and local income tax (blended rate) ( 737,035 ) ) 3.4 % ( 816,235 ) 3.4 % Nondeductible expenses and other permanent items 502,476 ( 2.3 )% - - Tax credits - - - - Change in valuation allowance 5,733,278 ( 26.5 )% 5,838,879 ( 24.4 )% Other (net deferred items not benefited) ( 963,426 ) 4.5 % - - Income tax provision / (benefit) - 0.0 % - 0.0 % The change in valuation allowance presented above agrees to the change in the valuation allowance on the deferred tax schedule; the residual net effect of current-year temporary differences (depreciation, amortization, interest and accrued compensation) that are not benefited is presented in “Other.” Reconciling categories not applicable to the Company (nil for all periods) include foreign tax effects; the effect of cross-border tax laws; the effect of changes in tax laws or rates enacted in the current period; and changes in unrecognized tax benefits. F- 34 SCHEDULE OF DEFERRED TAX ASSETS The Company’s deferred taxes as of December 31, 2025 and 2024 consist of the following: 2025 2024 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 211,969 $ 211,969 Amortization 290,161 - Depreciation ( 2,255,938 ) ( 1,332,399 ) Interest 195,056 - Change in Fair Market Value of Derivative Liabilities - - Accrued compensation 963,426 - NOL Deferred Tax Asset 28,352,595 23,144,421 Other 191,125 191,125 Valuation allowance ( 27,948,394 ) ( 22,215,116 ) Total gross deferred tax assets $ - $ - The Company follows ASC 740-10 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. NOTE 19 – RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services During the years ended December 31, 2025 and 2024, the Company provided $ 392,644 and $ 850,737 , respectively, in hauling services to an entity controlled by the Company’s Chief Executive Officer. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 816,993 and $ 1,396,330 , respectively, for hauling services rendered to the Company. During the years ended December 31, 2025 and 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $ 0 and $ 147,401 , respectively, for scrap metal provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 0 and $ 847,326 , respectively, for mechanic and repair services provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 0 and $ 506,358 , respectively, for equipment rentals provided to the Company. During the years ended December 31, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 1,219,207 and $ 0 , respectively, for materials sold to the Company. During the years ended December 31, 2025 and 2024, the Company received $ 56,100 and $ 0 in other income - related party for the rental of equipment to an entity controlled by the Company’s Chief Executive Officer, respectively. During the year ended December 31, 2024, the Company leased 12 scrap yard facilities and equipment from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for $ 1,502,830 . As of December 31, 2024, the Company owed $ 495,354 in accrued rent and reimbursements to an entity controlled by the Company’s Chief Executive Officer. On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $ 17,218,350 . The note was for the purchase of certain equipment from an entity controlled by the Company’s Chief Executive Officer and is secured by such equipment. The note matures on July 31, 2043 and accrues interest at 7 % per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made payments of $ 0 towards principal and interest during the year ended December 31, 2024. On March 29, 2024, the holder of the note exchanged $ 10,000,000 in principal for 1,000 shares of Series D Preferred Stock. On April 21, 2024, the holder of the note exchanged $ 7,218,350 in principal for 3,749 shares of common stock. As of December 31, 2024, the note had a balance of $ 0 . On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 12,122 shares of the Company’s common stock. As a result of the transaction, the Series D stock was extinguished. The resulting gain on the transaction of $ 1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties. On June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $ 3,582,181 . The equipment included 27 trucks which enabled the Company to rapidly expand its fleet of trucks offering hauling services to clients, as well as transporting its scrap metal products to customers. The Company has recorded the equipment on its financial statements at its cost basis. On December 2, 2024, the Company entered into a Contract of Sale with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises held by the Sellers for an aggregate purchase price of $ 15,000,000 , to be allocated among the seven parcels comprising the Premises and the Licenses and Permits. The transaction closed on December 2, 2024. The purchase price is payable by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $ 0.001 per share, to the Sellers at an aggregate valuation of $ 3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $ 11,699,916 . The DWM Note bears interest at a rate of 10 % per annum, and is payable in equal installments of $ 2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025; provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $ 3,000,000 , then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company made payments of $ 4,008,057 towards principal during the year ended December 31, 2024. As of December 31, 2025 and 2024, the note had a principal balance and accrued interest of $5,391,859 and $ 7,691,859 , respectively. F- 35 NOTE 20 – SEGMENT REPORTING Greenwave is organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). We have one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically. Our CODM, Danny Meeks, Chairman and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on revenues and operating cashflows. This measure is used by our CODM, management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and allocating resources. Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the requirements of ASU 2023-07, we present operating expenses only in the “Total” column and do not disaggregate these expenses by segment. The following tables provide our results by segment: SCHEDULE OF SEGMENT REPORTING Recycling Hauling Other Total Year Ended December 31, 2025 Scrap Metal Recycling Hauling Other Total Revenues $ 32,888,499 $ 13,695,565 $ 76,256 $ 46,660,320 Cost of revenues ( 27,473,253 ) ( 7,313,642 ) - ( 34,786,895 ) Gross Profit: $ 5,415,246 $ 6,381,923 $ 76,256 $ 11,873,425 Operating Expenses $ ( 31,694,143 ) Other Expenses ( 1,775,910 ) Deemed Dividends $ ( 2,999,964 ) Net loss available to common shareholders $ ( 24,596,592 ) Recycling Hauling Other Total Year Ended December 31, 2024 Scrap Metal Recycling Hauling Other Total Revenues $ 23,296,239 $ 9,881,820 $ 137,800 $ 33,315,859 Cost of revenues ( 14,508,923 ) ( 5,817,458 ) - ( 20,326,381 ) Gross Profit: $ 8,787,316 $ 4,064,362 $ 137,800 $ 12,989,478 Operating Expenses $ ( 47,251,411 ) Other Income 10,344,580 Deemed Dividends ( 76,528,836 ) Net loss available to common shareholders $ ( 100,446,189 ) F- 36 NOTE 21 – SUBSEQUENT EVENTS Appointment of Chelsea Pullano as Chief Financial Officer of the Company Effective as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”). In consideration of the Services to be performed, the Company will pay MACK $ 7,500 per month for the CFO Services and an aggregate of $ 12,500 per month for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein by reference. On May 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”) with the SEC. The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1). On April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”). The Staff informed the Company that is has 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1). 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 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance. On May 21, 2026, the Company received an additional delinquency notification letter 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 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). 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. F- 37