What changed in this filing

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Item 1. Business

2026-06-15 compared with 2025-04-15 · 121 added, 144 removed, 79 unchanged (77% of the section changed)

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In October 2021, we changed our corporate

name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” 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.

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

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

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

operate two American Pulverizer 60x85 automotive shredders, one at our Kelford, North Carolina facility and a second at our Carrollton,

Virginia yard.

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.

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.

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

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steel), and shredded insulated wire (mainly copper and aluminum).

are headquartered in Chesapeake, Virginia and employ 180 people as of April 7, 2025.

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.

is headquartered in Chesapeake, Virginia and employs 172 people as of June 12, 2026.

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

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

to manage the impact on our operating income and cashflows.

to manage the impact on our operating income and cash flows.

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

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

Roads and northeastern North Carolina markets, in addition to a facility in Cleveland, OH.

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

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.

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.

launched ScrapApp.com in September 2023 as a platform for buying end-of-life vehicles directly from individuals wishing to sell their

cars, rather than from third parties.

As of March 27, 2025, Scrap App has facilitated the purchase of more than 1,200 vehicles from individuals,

primarily by Empire, its parent company.

We believe Empire has generated positive cashflows from purchasing these vehicles.

is currently available in 15 markets across Virginia, North Carolina, Ohio, Texas, Colorado, and Arizona, and South Carolina.

has launched an AI agent in beta to quote cars, schedule pickups, and answer questions as it moves to automate its operations.

an exhaustive diligence process, Greenwave selected GreenSpark as its point of sale and enterprise resource planning platform in February

The Company has invested significant time and resources into establishing a solid foundation and operating procedures utilizing

Greenspark and expects to roll it out across its 13 metal recycling facilities in Q2 2025.

Greenwave’s adoption of GreenSpark positions

the Company alongside 500+ top-tier scrap yard locations already thriving on the platform.

Serving the leading operators in metals recycling

and automotive industries, GreenSpark’s scalable ecosystem aligns perfectly with Greenwave’s aggressive growth plans.

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

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

believes the U.S.

scrap metal industry is undergoing a fundamental transformation – the past few weeks have revealed that steel

producers/automakers have extreme exposure to tariffs and supply chain disruptions.

Leading steel makers are moving decisively to lockdown

their supply chains to mitigate these fundamental risks – accelerating the already rapid consolidation of the U.S.

announced it was acquiring Radius Recycling (f/k/a Schnitzer Steel) for $1.32 billion all-cash – a $757 million premium –

on March 13, 2025, despite massive loss and cash burned in operations.

Until last week, Schnitzer was one of the largest independent

scrap metal companies — it appears Toyota did not base their valuation on Schnitzer’s current operations, but instead

on the value their supply of scrap metal would provide to Toyota’s manufacturing.

Company believes there are now fewer than 50 scrap yard chains with significant supply volume left in the U.S.

–we believe Greenwave

is likely in the top 25 in the country, with an extensive footprint in a highly coveted market – Hampton Roads, VA.

early February, domestic scrap steel prices are up 32% and demand is already far exceeding supply.

These are the market conditions in

which Greenwave performs the best — and we’re moving quickly to expand our operations.

the dust settles, we expect the leading steel producers will likely own supply channels producing a significant portion of the raw material

required to operate – and there’s limited U.S.

scrap metal chains remaining.

Direct Offering and Concurrent Private Placement

January 10, 2025, Greenwave and certain institutional and accredited investors (the “January Purchasers”) entered into a

securities purchase agreement (the “January Purchase Agreement”), pursuant to which the Company agreed to sell to such January

Purchasers an aggregate of 7,544,323 shares of the Company’s common stock, in a registered direct offering (the “January

Registered Direct Offering”), and accompanying warrants to purchase up to 7,544,323 shares of common stock (the “January

Warrants”) in a concurrent private placement (the “January Private Placement” and together with the Registered Direct

Offering, the “January Offering”), for gross proceeds of approximately $4 million, before deducting the placement agent’s

fees and other estimated offering expenses.

The purchase price per share and the accompanying January Warrant to purchase one share of

common stock was $0.5302.

The January Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the January

Warrants and have an exercise price of $0.5302 per share.

The January Warrants will expire five years from the date of stockholder approval.

At any time after the date that is 120 days following the closing of the January Offering, the January Warrants can be exercised on a

cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the

shares underlying the January Warrants.

the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale

of the shares underlying the January Warrants, the January Warrants may be redeemed by the Company if the price of the Company’s

common stock on Nasdaq is more than 200% of the exercise price of the January Warrants for 20 consecutive trading days and the Company

gives proper notice to the holders of such redemption.

The January Purchase Agreement also prohibits each January Purchaser from conducting

any short sales while such January Purchaser owns any unexpired January Warrants.

with the January Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”)

with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common

Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of common

stock equivalent to 96% of the shares of common stock issuable upon exercise of the June Warrants (the “Exchange”).

to the Exchange, the Company issued 5,327,401 shares of common stock (the “Exchange Shares”) in exchange for the surrender

and termination of certain June Warrants to purchase up to 5,549,374 shares of common stock.

with the January Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants

issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and

(c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”),

agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”).

The Warrant Amendment amended the Existing

Warrants to (i) reduce the exercise price of the Existing Warrants from $2.91 to $1.50 per share, (ii) increase the number of shares

issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment

provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations.

Following the Warrant Amendment,

the Existing Warrants are exercisable for 11,346,743 shares of common stock.

The shares of common stock issuable upon exercise of the

Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the

Existing Warrants are subject to stockholder approval.

of Lisa Lucas-Burke to Board of Directors

January 28, 2025, the Company increased the number of directors comprising its Board of Directors (“Board”) from four to

five members and appointed Lisa Lucas-Burke as a member of the Board and as a member of the Audit Committee, Compensation Committee,

and Nomination and Corporate Governance Committee, effective immediately.

Direct Offering and Concurrent Private Placement

February 10, 2025, the Company and certain institutional and accredited investors (the “February Purchasers”) entered into

a securities purchase agreement (the “February Purchase Agreement”), pursuant to which the Company agreed to sell to such

February Purchasers an aggregate of 21,100,000 shares of common stock, in a registered direct offering (the “February Registered

Direct Offering”), and accompanying warrants to purchase up to 21,100,000 shares of common stock (the “February Warrants”)

in a concurrent private placement (the “February Private Placement” and together with the Registered Direct Offering, the

“February Offering”), for gross proceeds of approximately $7 million, before deducting the placement agent’s fees and

other estimated offering expenses.

The purchase price per share and the accompanying February Warrant to purchase one share of common

stock was $0.3337.

The February Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the February

Warrants and have an exercise price of $0.3337 per share.

The February Warrants will expire five years from the date of stockholder approval.

At any time after the date that is 120 days following the initial exercise date of the February Warrants, the February Warrants can be

exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the

resale of the shares underlying the February Warrants.

the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale

of the shares underlying the February Warrants, the February Warrants may be redeemed by the Company if the price of the Company’s

common stock on Nasdaq is more than 200% of the exercise price of the February Warrants for 20 consecutive trading days and the Company

gives proper notice to the holders of such redemption.

The February Purchase Agreement also prohibits each February Purchaser from:

conducting any short sales while such February Purchaser owns any unexpired February Warrants and (b) selling any portion of the shares

prior to the earlier of (i) 8:00 p.m.

on February 14, 2025, and (ii) the date on which the common stock is quoted at or above $0.50 per

Sicignano III Resignation as Director

February 14, 2025, Henry Sicignano III, a Director of the Company, notified the Company that he will resign from the Board.

resignation was not the result of a dispute or disagreement with the Company.

Sicignano served as Chairman of the Company’s

Audit Committee and as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

Bid Price Deficiency

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.

of Chelsea Pullano as Chief Financial Officer of the Company

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.

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

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

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”).

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.

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.

Filing Rule Deficiencies

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.

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

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.

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”).

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.

of Minimum Bid Price Deficiency

previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq

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business days.

The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum

The Notice indicated that the Company had 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum

Bid Price Requirement.

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).

If, at any time during this additional compliance period, the closing

bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will

provide written confirmation of compliance, and this matter will be closed.

If compliance cannot be demonstrated by September 8, 2025,

Nasdaq will provide written notification that the Company’s securities will be delisted.

At that time, the Company may appeal Nasdaq’s

determination to a Nasdaq Hearings Panel.

Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock

split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by September 8, 2025.

There can be no assurance that

the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing

requirements of the Nasdaq Capital Market.

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)

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

and Human Capital Resources

employs 180 people as of April 7, 2025.

employs 172 people as of June 12, 2026.

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

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

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

and Exchange Commission (SEC).

Our filings with the SEC are available free of charge on the SEC’s website at www.sec.gov

and on our website under the “Investors” tab as soon as reasonably practicable after we electronically file such material

with, or furnish it to, the SEC.

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.

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

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

What changed 10-K

Item 1. Business