What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-06-15 compared with 2025-04-15 · 210 added, 205 removed, 128 unchanged (76% of the section changed)

10 unchanged sentences

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,

6 unchanged sentences

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

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

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

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

recycled steel products.

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

recycled metal.

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

5 unchanged sentences

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.

However, there is no guarantee that we will be able to open such facility in the future.

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

of Operations For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

For the Fiscal Year ended

$ (2,352,123 )

the Fiscal Year ended

Operating Expenses

Loss from Operations

(15,557,268 )

Loss from Operations

(19,820,718 )

1 unchanged sentence

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

(12,120 ,490 )

Net Loss Available to Common Stockholders

$ (24,596,592 )

1 unchanged sentence

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,

a decrease of $2,352,123.

This decrease was primarily due to the Company accumulating inventory during the fourth quarter of 2024 in

anticipation of metal tariffs in early 2025 likely driving the prices of domestic scrap metal higher.

Inventories increased to $2,889,682

as of December 31, 2024, from $200,248 at December 31, 2023, an increase of $2,689,254.

The Company believes it would have generated

in excess of $4 million in revenue had it sold these inventories during fiscal year 2024.

From January 6 to March 17, 2025, the price

for the Company’s unshredded ferrous metal increased 32% — enabling the Company to generate significantly more revenue and

gross profit from the inventory accumulated in the final months of 2024 and the first two months of 2025.

the year ended December 31, 2024, our metal revenues declined to $23,296,239 from $ 25,350,883 during

the same period in 2023, a decline of $2,054,644, primarily due to our fourth quarter 2024 inventory accumulation strategy described

Our hauling revenues fell to $9,881,820 from $10,156,938 for the years ended December 31, 2024 and 2023, respectively, a decline

of $275,118, due to significant storms in Hampton Roads, VA in 2024.

There was other revenue, compromised rental income from our Portsmouth

Blvd properties, of $137,800 during the year ended December 31, 2024, as compared to $132,640 for the same period in 2023, a minor increase

of $5,160 due to annual rent increases.

cost of revenues decreased to $20,326,381 for the year ended December 31, 2024 from $21,184,579 during the same period in 2023, a decline

of $858,198, primarily due to our fourth quarter 2024 inventory accumulation strategy described

costs declined to $14,508,923 during the year ended December 31, 2024 from $ 16,154,529 during

the same period in 2023, a decrease of $1, 645,606 due to the Company streamlining its operations, along with its fourth

quarter 2024 inventory accumulation strategy described above.

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

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.

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.

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.

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 higher fuel and driver costs.

The cost of other revenue was $0 for the year ended December 31, 2024, compared to $33,179 during

the same period in 2023, a decrease of $33,179.

gross profit was $12,989,478 during the year ended December 31, 2024 as compared to $14,483,403 during the same period in 2023, a decrease

of $1,493,925, as the Company accumulated metal inventory, our highest gross margin revenue stream.

For this same reason, our gross margins

decreased to 39% during the year ended December 31, 2024 from 41% during the same period in 2023.

profit on metal declined to $8,787,316 during the year ended December 31, 2024, or 38%, from $9,196,354 during the same period in 2023,

or 36%, a decline of $409,038, primarily due to the inventory accumulation strategy described above, partially offset by operational

efficiencies.

profit on hauling declined to $4,064,362, a margin of 41%, during the year ended December 31, 2024, from $5,160,067, a margin of 51%,

during the same period in 2023, a decrease of $1,095,705, due to higher fuel and driver costs.

the years ended December 31, 2024 and 2023, our operating expenses were $47,251,411 and $33,998,165, respectively, an increase of $13,253,246.

There was an increase in payroll and related expenses of $1,546,901 as payroll and related expenses were $8,181,701 for 2024 as compared

to $6,634,800 for the same period in 2023, which was the result of the Company expanding its operational staff.

Advertising expense decreased

by $361,047 to $53,147 for 2024 as compared to $414,194 for 2023 as the Company focused its resources on its scrap metal operations.

Depreciation and amortization of intangible assets increased by $1,523,013 to $7,337,893 for 2024 from $5,814,880 in 2023 as a result

of the Company acquiring additional fixed assets.

Impairment of tangible assets increased by $439,086 to $439,086 for 2024 from $0 in

There were hauling and equipment maintenance costs of $5,296,630 in 2024, as compared to $2,898,202 in 2023, an increase of $2,398,428,

due to an increase in repair and fuel costs.

Consulting, accounting, and legal expenses increased to $3,179,812 during the year ended

December 31, 2024 from $1,713,613 during the same period in 2023, an increase of $1,466,199 due to the Company conducting capital raises.

There was a decrease in rent expenses as a result of the Company buying properties it previously rented, declining $422,030 from $3,102,484

during the year ended December 31, 2023 to $2,680,454 during the same period in 2024.

There were warrants issued for services of $3,004,909

during the year ended December 31, 2024 as compared to $171,239 during the same period in 2023, an increase of $2,833,770 primarily related

to the Company’s registered direct offerings.

There was stock based compensation of $823,500 during the year ended December 31,

2024, as compared to $0 during the same period in 2023, an increase of $823,500, as a result of equity awards to the Company’s

directors and an officer under its shareholder-approved equity inventive plans.

Other general and administrative expenses increased to

$3,915,729 for the year ended December 31, 2024 from $3,200,445 for the year ended December 31, 2023, an increase of $715,284, as a result

of the Company’s operations expanding.

were $12,338,550 and $9,850,850 in losses on assets acquired from a related-party, an increase of $2,487,700, during the years ended

December 31, 2024 and 2023, respectively, due to the Company’s purchase of land and permits underlying 7 of the Company’s

scrap yards in 2024 and the purchase of two American Pulverizer 60x85 shredders and a downstream processing system in 2023.

$0 and $197,458 in losses on assets acquired from a non related-party, a decrease of $197,458, during the years ended December 31, 2024

and 2023, respectively.

The Division of Corporate Finance requires companies to report the value of assets acquired from related-parties

at the original cost basis of the related-party– regardless of the assets’ current fair market value.

As our Chairman began

acquiring the properties underlying our scrap yards approximately 20 years ago, these properties – along with the permits, automotive

shredders, and downstream processing system – had appreciated significantly since their original purchase.

As a result of these

transactions, Greenwave is expected to realize savings of $1.7 million in cash annually in rent and owns the infrastructure to rapidly

expand its operations.

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 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.

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.

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.

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

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.

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.

from Operations

loss from operations increased $14,747,171 to $34,261,933 during the year ended December 31, 2024, from $19,514,762 during the year ended

December 31, 2023.

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.

Income (Expense)

the year ended December 31, 2024, there was other income of $10,344,580, as compared to $(7,421,228) in other expenses for the year ended

December 31, 2023, an increase of $17,765,808.

There were losses of $(14,213,480) on the conversion of convertible notes during the year

ended December 31, 2024, as compared to $0 during the same period in 2023.

There was a gain on settlement of notes payable and accrued

interest, along with advances of $1,056,962 and $632,540 for the years ended December 31, 2024 and 2023, respectively.

Interest expense

decreased to $(5,364,703) during fiscal year 2024 as compared to $(8,897,267) during fiscal year 2023.

There was neither a gain nor loss

in the fair value of derivative liabilities during the year ended December 31, 2023, as compared to a gain in change of fair value of

derivative liabilities of $48,314,949 during the same period in 2024.

There was other losses of $15,212 during the year ended December

31, 2024, as compared to other gains of $17,572 during the same period in 2023, respectively.

There was gain on lease termination of

$108,863 during the year ended December 31, 2023 as compared to $0 during the same period in 2024.

There was a gain on tax credit of

$717,064 during the year ended December 31, 2023 as compared to $0 during the same period in 2024.

There were losses on the extinguishment

of debt of $(16,351,827) during the year ended December 31, 2024, as compared to $0 during the same period in 2023.

There were warrant

expenses for financing of $(3,029,927) during the year ended December 31, 2024, as compared to $0 during the same period in 2023.

there was an expense of $(52,182) for shares issued for financing during the year ended December 31, 2024, as compared to $0 during the

same period in 2023.

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.

Loss available to common stockholders

net loss available to stockholders increased by $66,849,047 to $100,446,189 during the year ended December 31, 2024, from $33,597,142

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.

1 unchanged sentence

cash used in operating activities for the years ended December 31, 2025 and 2024 was $5,975,441 and $17,254,723, respectively.

used in operations in 2024 was impacted by depreciation of $7,337,893, loss on asset – related party of $12,338,550, amortization

of right of use assets net of $324,608, interest and amortization of debt discount of $5,364,703, a gain on the settlement of notes payable

and factoring advances of $1,056,962, a decrease in due to a related party of $1,685,205, an increase in accounts receivable of $745,477,

stock compensation of $823,500, stock compensation for services of $3,004,909, loss on extinguishment of $16,351,827, change in fair

value of derivative liabilities of $48,314,949, an increase in inventories of $2,689,254, an increase in prepaid expenses of $687,194,

loss of conversion of debt of $14,213,480, impairment of equipment of $439,086, an increase in accounts payable of $969,383, an decrease

in payroll wages payable of $156,582, an increase in lease liability of $177,417, and a decrease in lease liability (related-party) of

Cash flows used in operations in 2023 were impacted by depreciation of $2,856,380, amortization of intangible assets of $2,958,500,

loss on asset – related party of $9,850,850, loss on assets of $197,458 amortization of right of use assets net of $392,050, amortization

of right of use assets-related party net of $1,250,218, interest and amortization of debt discount of $8,897,267, a gain on the settlement

of notes payable and factoring advances of $632,540, an increase in due to a related party of $1,824,318, an increase in accounts receivable

of $431,155, stock compensation of $171,239, a decrease in inventories of $10,782, a decrease in prepaid expenses of $200,590, an decrease

in security deposit of $25,000, gain on deferred revenue of $25,000, gain on lease termination of $108,863 an increase in accounts payable

of $856,151 an decrease in payroll wages payable of $614,271, and a decrease in lease liability of $1,619,790.

cash used in investing activities was $15,921,990 and $1,678,176 for the years ended December 31, 2024 and 2023, respectively.

year ended December 31, 2024, there was cash used in the purchase of equipment of $12,339,809 and purchase of equipment from a related-party

of $3,582,181.For the year ended December 31, 2023, there was cash used in the purchase of equipment of $1,760,945 and cash received

for the advance of asset of $82,769.

cash provided by financing activities for the year ended December 31, 2024and 2023 was $34,207,018 and $4,235,841, respectively.

the year ended December 31, 2024, there were proceeds from warrant exercises of $2,834, 741, proceeds from the sale of common stock and

warrants of $40,369,115, proceeds from bank overdrafts of $112,933, and proceeds from factoring advances of $2,843,950, offset by repayments

of $2,909,257 towards non-convertible notes, repayments of $3,538,388 towards factoring advances, repayments of $4,008,993 towards a

related-party note payable, and repayments of $1,497,083 towards convertible notes payable.

During the year ended December 31, 2023,

there were proceeds from non-convertible notes of $1,000,000, proceeds from convertible notes of $13,118,750, proceeds from the sale

of common stock of $2,841,181, proceeds from warrant exercises of $15,511 proceeds from bridge financing of $825,000, proceeds from bank

overdrafts of $118,763, and proceeds of $3,746,109 from factoring advances, offset by repayments of $4,858,587 towards non-convertible

notes and repayments of $12,570,886 towards factoring advances.

of December 31, 2024, we had cash on hand of $2,576,464.

We currently have no external sources of liquidity such as arrangements with

credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate

access to capital.

the year ended December 31, 2024, there were proceeds from warrant exercises of $2,834, 741, proceeds from the sale of common stock and

warrants of $40,369,115, proceeds from bank overdrafts of $112,933, and proceeds from factoring advances of $2,843,950.

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.

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.

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

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.

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

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

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.

Capital over the Next Fiscal Year

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.

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.

may require additional capital in the future to continue executing our business plan and supporting our growth initiatives.

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.

Concern and Management’s Liquidity Plans

1 unchanged sentence

of $(18,339,586).

During the year ended December 31, 2024, the net cash used in operating activities was $(17,254,723).

The accumulated

deficit as of December 31, 2024 was $(496,312,346).

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.

the year ended December 31, 2024, there were proceeds from warrant exercises of $2,834,741, proceeds from the sale of common stock and

warrants of $40,369,115, proceeds from bank overdrafts of $112,933, and proceeds from factoring advances of $2,843,950.

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.

the Company raises additional funds by issuing equity securities, its stockholders would experience dilution.

13 unchanged sentences

Sheet Arrangements

do not have any off-balance sheet arrangements.

did not have any off-balance sheet arrangements as of December 31, 2025.

Accounting Pronouncements

December 2023, the FASB issued Accounting Standards Update No.

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.

will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its

November 2023, the FASB issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly

(i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included

in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant

expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis.

Companies are also required

to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position

of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating

The Company adopted ASU 2023-07 for the annual period ended December 31, 2024.

See Note 20 – Segment Reporting.

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.

Issued Accounting Pronouncements Not Yet Adopted

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.

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

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

1 unchanged sentence

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.

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.

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.

The Company is currently evaluating the impact of this guidance on its

Losses – Accounts Receivable and Contract Assets

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.

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.

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.

to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash

Accounting Policies

7 unchanged sentences

liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations

and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite

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.

49 unchanged sentences

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 7. Management’s Discussion and Analysis