Greenwave Technology Solutions, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 001-41452 GREENWAVE TECHNOLOGY SOLUTIONS, INC. (Exact name of business as specified in its charter) Delaware 46-2612944 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4016 Raintree Rd , Ste 300 , Chesapeake , VA 23321 (Address of principal executive offices) (Zip code) (800) 966-1432 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share GWAV The Nasdaq Stock Market, LLC 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 definitions 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 29, 2026, there were 829,631 shares of the registrant’s common stock issued and outstanding. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 1 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) 2 Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited) 5 Notes to Condensed Consolidated Financial Statements (unaudited) 6 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 29 ITEM 4. Controls and Procedures 29 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 30 ITEM 1A. Risk Factors 30 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 30 ITEM 3. Defaults Upon Senior Securities 30 ITEM 4. Mine Safety Disclosures 30 ITEM 5. Other Information 30 ITEM 6. Exhibits 31 SIGNATURES 35 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains 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”) that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. 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” in our most recent Annual Report on Form 10-K, and our other filings with SEC. These risks and uncertainties include, among other things: ● Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions which 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 which could reduce our sales. ● Significant decreases in scrap metal prices which may adversely impact our operating results. ● Imbalances in supply and demand conditions in the global steel industry which may reduce demand for our products. ● Impairment of long-lived assets and equity investments which may adversely affect our operating results. ● Governmental agencies’ refusal 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 which may adversely impact our operating results. ● Our ineligibility to file short-form registration statements on Form S-3, which may impair our ability to raise capital efficiently. ● Our failure to satisfy applicable listing standards of the Nasdaq Capital Market resulting in a potential delisting of our common stock. ● The substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. Compliance with existing and future climate change and greenhouse gas emission laws and regulations which may adversely impact our operating results. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law. ii GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 (Unaudited) December 31, 2025 ASSETS Current assets: Cash $ 1,462,876 $ 935,763 Inventories, net 2,595,617 2,240,943 Accounts receivable, net of allowance for doubtful accounts 1,518,894 1,116,924 Prepaid expenses 130,616 524,691 Total current assets 5,708,003 4,818,321 Property and equipment, net 24,628,868 25,580,301 Property and equipment, net - Purchased from Related Party 9,881,302 10,267,709 Property and equipment, net 9,881,302 10,267,709 Operating lease right of use assets, net 439,727 495,457 Licenses, net 11,700,700 12,232,550 Customer list, net 1,231,450 1,287,425 Intellectual property, net 303,600 455,400 I ntangible assets, net 303,600 455,400 Security deposit 31,893 31,893 Total assets $ 53,925,543 $ 55,169,056 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Bank overdraft $ - $ 163,141 Accounts payable and accrued expenses 7,465,015 8,043,143 Accrued payroll and related expenses 3,946,411 3,946,411 Non-convertible notes payable, current portion, net of unamortized debt discount of $ 200,103 and $ 162,390 , respectively 1,681,767 1,798,444 Related party note payable 5,391,859 5,391,859 Due to related parties 4,914,240 3,542,433 Operating lease obligations, current portion 276,036 272,476 Total current liabilities 23,675,328 23,157,907 Operating lease obligations, less current portion 174,787 233,451 Non-convertible notes payable, net of unamortized debt discount of $ 1,449,110 and $ 1,642,823 , respectively 5,643,012 5,840,738 Total liabilities 29,493,127 29,232,096 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 829,631 shares issued and outstanding, respectively 830 830 Additional paid in capital 546,846,108 546,846,108 Accumulated deficit ( 522,414,972 ) ( 520,910,428 ) Total stockholders’ equity 24,432,416 25,936,960 Total liabilities and stockholders’ equity $ 53,925,543 $ 55,169,056 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended For the Three Months Ended March 31, 2026 March 31, 2025 Revenues $ 16,275,981 $ 7,333,710 Cost of Revenues 9,461,097 3,847,047 Gross Profit 6,814,884 3,486,663 Operating Expenses: Advertising 12,843 53,399 Payroll and related expenses 2,496,509 1,974,485 Rent, utilities and property maintenance ($ 0 and $ 75,622 , respectively, to related-party) 307,355 216,689 Hauling and equipment maintenance 1,483,527 1,273,857 Depreciation and amortization expense 2,201,674 2,119,243 Stock based compensation for services - 100,000 Consulting, accounting and legal 212,143 423,563 Loss (gain) on asset 4,191 ( 39,535 ) Other general and administrative expenses 1,169,910 1,246,469 Total Operating Expenses 7,888,152 7,368,170 Loss From Operations ( 1,073,268 ) ( 3,881,507 ) Other Income (Expense): Interest expense and amortization of debt discount ( 430,352 ) ( 810,853 ) Other income ( 924 ) 26,621 Total Other Expense ( 431,276 ) ( 784,232 ) Net Loss Before Income Taxes ( 1,504,544 ) ( 4,665,739 ) Provision for Income Taxes (Benefit) - - Net Loss ( 1,504,544 ) ( 4,665,739 ) Deemed dividend for the reduction of exercise price of warrants - ( 2,999,964 ) Net Loss Available to Common Stockholders $ ( 1,504,544 ) $ ( 7,665,703 ) Net Loss Per Common Share: Basic $ ( 1.81 ) $ ( 17.85 ) Diluted $ ( 1.81 ) $ ( 17.85 ) Weighted Average Common Shares Outstanding: Basic 829,631 429,551 Diluted 829,631 429,551 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 (Unaudited) Shares Amount Shares Amount Shares Amount In Capital Deficit Total Preferred Stock Series D to be Issued Preferred Stock Series A-1 Common Stock Additional Paid Accumulated Shares Amount Shares Amount Shares Amount In Capital Deficit Total Balance at December 31, 2025 - $ - 450,000 $ 450 829,631 830 $ 546,846,108 $ ( 520,910,428 ) $ 25,936,960 Net loss - - - - - - - ( 1,504,544 ) ( 1,504,544 ) Balance at March 31, 2026 - $ - 450,000 $ 450 829,631 $ 830 $ 546,846,108 $ ( 522,414,972 ) $ 24,432,416 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 (Unaudited) Preferred Stock Series D to be Issued Preferred Stock Series A-1 Common Stock Additional Paid Accumulated Shares Amount Shares Amount Shares Amount In Capital Deficit Total Balance at December 31, 2024 - $ - 450,000 $ 450 237,191 237 $ 533,266,642 $ ( 496,312,346 ) $ 36,954,983 Balance - $ - 450,000 $ 450 237,191 237 $ 533,266,642 $ ( 496,312,346 ) $ 36,954,983 Common stock and warrants issued for cash, net of fees - - - - 224,039 224 9,143,582 - $ 9,143,806 Common stock issued for cashless exchange of warrants - - - - 55,066 55 ( 55 ) - - 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 - - - - - - - ( 4,665,739 ) ( 4,665,739 ) Balance at March 31, 2025 - $ - 450,000 $ 450 519,723 $ 520 $ 545,510,129 $ ( 503,978,049 ) $ 41,533,050 Balance - $ - 450,000 $ 450 519,723 $ 520 $ 545,510,129 $ ( 503,978,049 ) $ 41,533,050 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 GREENWAVE TECHNOLOGY SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS (Unaudited) 2026 2025 For the Three Months Ended March 31st, 2026 2025 Cash flows from operating activities: Net loss $ ( 1,504,544 ) $ ( 4,665,739 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: - Depreciation and amortization 2,201,674 2,119,243 Amortization of right of use assets, net 55,730 80,004 Interest and amortization of debt discount 430,352 810,853 (Gain) loss on asset 4,191 ( 39,535 ) Stock based compensation - 100,000 Changes in operating assets and liabilities: Due to related parties 1,238,857 256,840 Inventories ( 354,674 ) ( 1,665,367 ) Accounts receivable ( 401,969 ) ( 1,023,478 ) Prepaid expenses 394,075 633,136 Accounts payable and accrued expenses ( 919,109 ) ( 886,108 ) Accrued payroll and related expenses 229,049 180,501 Principal payments made on operating lease liability ( 55,104 ) ( 61,764 ) Net cash provided by (used in) operating activities 1,318,528 ( 4,161,414 ) Cash flows from investing activities: Purchases of property and equipment ( 65,000 ) ( 210,500 ) Proceeds from disposal of property and equipment 90,000 152,000 Net cash provided by (used in) investing activities 25,000 ( 58,500 ) Cash flows from financing activities: Bank overdrafts ( 163,141 ) 227,806 Proceeds from issuance of common stock with warrants - 9,143,806 Cash received but shares in abeyance - 1,334,800 Repayment of non-convertible notes payable ( 653,274 ) ( 1,261,207 ) Repayment of non-convertible notes payable - Related party - ( 2,300,000 ) Net cash provided by (used in) financing activities ( 816,415 ) 7,145,205 Net increase in cash 527,113 2,925,291 Cash, beginning of year 935,763 2,576,464 Cash, end of period $ 1,462,876 $ 5,501,755 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 16,000 $ 26,500 Cash paid during period for taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Equipment purchased by issuance of non-convertible notes payable $ 153,400 $ 3,896,457 Non-convertible notes settled with disposal of property $ - $ 2,344,000 Deemed dividend for conversion price reduction of note $ - $ 2,999,964 Common shares issued for cashless exchange of warrants $ - $ 55 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 GREENWAVE TECHNOLOGY SOLUTIONS, INC. Notes to Condensed Consolidated Financial Statements March 31, 2026 (Unaudited) 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 40 trucks which we own, manage, and maintain. The accompanying condensed 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. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three months ended March 31, 2026 and 2025, its cash flows for the three months ended March 31, 2026 and 2025, and its financial position as of March 31, 2026 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on June 15, 2026 (the “Annual Report”). The December 31, 2025 balance sheet is derived from those statements. NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of March 31, 2026, the Company had cash of $ 1,462,876 and a working capital deficit (current liabilities in excess of current assets) of $ ( 17,967,325 ) . The accumulated deficit as of March 31, 2026 was $ ( 522,414,972 ) . For the three months ended March 31, 2026, the Company had a loss from operations of $ 1,073,268 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed 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 unaudited condensed 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 condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed 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 unaudited condensed 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. 6 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, payroll tax liabilities with interest and penalties, 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, 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 condensed 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 March 31, 2026 and December 31, 2025, 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 be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of March 31, 2026 and December 31, 2025, the uninsured balances amounted to $ 751,917 and $ 376,924 , 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 its suppliers, direct costs of providing hauling costs 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 16 – Related Party Transactions . 7 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. 8 The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of March 31, 2026 and December 31, 2025, the accounts receivable balances amounted to $ 1,518,894 and $ 1,116,924 , respectively, and allowance for doubtful accounts of $ 116,351 and $ 0 as of March 31, 2026 and December 31, 2025, respectively. Inventories Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the cost of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 2,595,617 and $ 2,240,943 , respectively, as of March 31, 2026 and December 31, 2025, respectively. See Note 5 – Inventories . Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 12,843 and $ 53,399 for the three months ended March 31, 2026 and 2025, 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. 9 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. 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. 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 March 31, 2026 and December 31, 2025, 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 17 – 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. 10 The computation of basic and diluted income (loss) per share, for the three months ended March 31, 2026 and 2025 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 March 31, March 31, 2026 2025 Options to purchase common shares 166 206 Warrants to purchase common shares 3,421 103,319 Common shares issuable upon conversion of preferred stock 373,334 233,875 Total potentially dilutive common shares 376,921 337,400 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. 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. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. 11 Recent 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. 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. NOTE 4 – CONCENTRATIONS OF RISK Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. At March 31, 2026, five certain large customers individually accounted for $ 300,860 , $ 213,407 , $ 189,716 , $ 150,642 , and $ 136,455 , or 18.40 %, 13.05 %, 11.60 %, 9.21 %, and 8.34 %, respectively, of the Company’s gross 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. Customer Concentrations For the three months ended March 31, 2026, five customers individually accounted for $ 5,208,918 , $ 2,045,954 , $ 1,414,355 , $ 1,087,915 , and $ 856,255 , or approximately 32 % , 12.57 % , 8.69 % , 6.68 % , and 5.26 % of our revenues, respectively. For the three months ended March 31, 2025, two customers individually accounted for $ 3,569,600 and $ 590,418 , or approximately 49 % and 8 % of our revenues, respectively. The loss of, or a significant reduction in business from, any of these customers could have a material adverse effect on the Company’s results of operations and cash flows. Vendor Concentrations During the three months ended March 31, 2026, one supplier accounted for $ 508,772 , or approximately 5.38 % of the Company’s cost of revenues, respectively. During the three months ended March 31, 2025, one supplier accounted for $ 442,674 , or approximately 12 % of the Company’s cost of revenues. 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 March 31, December 31, 2026 2025 Processed and unprocessed scrap metal $ 2,595,617 $ 2,240,943 Finished products - - Inventories $ 2,595,617 $ 2,240,943 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. 12 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. Subsequent to March 31, 2026, the note was extended to March 31, 2026, and then further extended to June 30, 2026, and then further extended to July 31, 2026. Property and equipment as of March 31, 2026 and December 31, 2025 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2026 2025 Machinery & Equipment $ 19,877,007 $ 19,658,607 Furniture & Fixtures 6,128 6,128 Vehicles 21,571,688 21,742,353 Leaseholder Improvement 2,036,384 2,036,384 Land 3,641,579 3,641,579 Buildings 724,170 724,170 Subtotal 47,856,956 47,809,221 Property and equipment, gross 47,856,956 47,809,221 Less accumulated depreciation ( 13,346,786 ) ( 11,961,211 ) Property and equipment, net $ 34,510,170 $ 35,848,010 Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 1,462,049 and $ 1,379,618 respectively. During the three months ended March 31, 2026, the Company purchased $ 218,400 in property and equipment, consisting of $ 153,400 financed through the issuance of non-convertible notes payable and $ 65,000 paid in cash. The Company received $ 90,000 in cash proceeds from the sale of property and equipment and recognized a net loss on disposal of $ 4,191 . During the three months ended March 31, 2025, the Company settled $ 2,344,000 in non-convertible notes payable via the disposal of property and equipment and purchased $ 3,896,457 in new property and equipment via the issuance of non-convertible notes payable. The Company also recognized a gain on disposal of assets of $ 39,535 and received cash of $ 152,000 on the sale of property and equipment. 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 March 31, 2026 Remaining Gross carrying Accumulated Carrying estimated amount amortization value useful life Intellectual Property $ 3,036,000 $ ( 2,732,400 ) $ 303,600 0.75 years Customer List 2,239,000 ( 1,007,550 ) 1,231,450 5.75 years Licenses 21,274,000 ( 9,573,300 ) 11,700,700 5.75 years Total intangible assets, net $ 26,549,000 $ ( 13,313,250 ) $ 13,235,750 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 years 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 13 There were no intangible assets acquired during the three months ended March, 2026 and 2025. Amortization expense for intangible assets was $ 739,625 for the three months ended March 31, 2026 and 2025, respectively. Total estimated amortization expense for our intangible assets for the years 2026 through 2030 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2026 (remaining) $ 2,067,075 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 Advances for Simple Agreements for Future Tokens were 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 March 31, 2026 and December 31, 2025, the Company owed $ 85,000 and $ 85,000 for Simple Agreements for Future Tokens, respectively. Non-Convertible Notes Payable 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 three months ended March 31, 2026 and 2025, the Company made $ 62,384 and $ 77,979 in payments towards the note, respectively. There was additional interest of $ 16,148 booked during the year ended December 31, 2025 and of $ 5,582 booked in the three months ended March 31, 2026. There was amortization of debt discount of $ 5,581 and $ 25,876 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 119,990 and $ 176,792 net an unamortized debt discount of $ ( 67,053 ) and $ ( 61,471 ) , 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 $ 4,334 and $ 4,334 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a principal balance of $ 539,654 and $ 543,988 , and accrued interest of $ 0 and $ 0 , respectively. The Company made interest payments of $ 8,649 and $ 0 during the three months ended March 31, 2026 and 2025, 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 $ 4,334 and $ 4,334 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a principal balance of $ 539,654 and $ 543,988 , and accrued interest of $ 0 and $ 0 , respectively. The Company made interest payments of $ 8,649 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. 14 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 $ 30,868 and $ 14,400 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 110,291 and $ 110,718 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 54,329 and $ 133,752 net an unamortized debt discount of $ 19,548 and $ 50,416 , respectively. 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. The company recorded additional interest adjusted to debt discount amounting to $ 113,839 . There was amortization of debt discount of $ ( 33,092 ) and $ 38,694 during the three months ended March 31, 2026 and 2025 respectively. There were payments of $ 40,325 and $ 97,011 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 285,380 and $ 242,229 net an unamortized debt discount of $ ( 205,224 ) and $ ( 229,154 ) , 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. There was amortization of debt discount of $( 23,931 ) and $ ( 26,806 ) during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 77,608 and $ 67,209 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 197,713 and $ 349,636 net an unamortized debt discount of $ 307,817 and $ 340,909 , respectively. 15 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 three months ended March 31, 2026 and 2025. The Company made payments of $ 0 towards the principal of the note during the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, the note had a principal balance and accrued interest of $ 5,391,859 . Subsequent to March 31, 2026, the note was extended to March 31, 2026, and then further extended to June 30, 2026, then further extended to July 31, 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 $ ( 23,599 ) and $ 18,420 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 57,210 and $ 58,210 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 878,173 and $ 911,784 net of an unamortized debt discount of $ 265,027 and $ 288,626 , 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 $ 17,695 and $ 42,915 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 42,915 and $ 42,915 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 658,830 and $ 684,050 net of an unamortized debt discount of $ 169,617 and $ 187,312 , 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 $ 26,861 and $ 58,880 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 65,100 and $ 66,100 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 999,204 and $ 1,037,443 net of an unamortized debt discount of $ 256,523 and $ 283,384 , 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 $ 21,476 and $ 47,556 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 52,080 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 799,511 and $ 830,115 net of an unamortized debt discount of $ 205,862 and $ 227,338 , 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 $ 5,363 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 69,120 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 1,117,454 and $ 1,169,642 net of an unamortized debt discount of $ 380,141 and $ 397,078 , 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 $ 16,937 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 36,880 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 894,248 and $ 925,765 net of an unamortized debt discount of $ 315,409 and $ 320,772 , respectively. On February 3, 2026, the Company entered into a secured promissory note in the principal amount of $ 182,880 for a purchase price of $ 153,400 . The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $ 3,810 . The note matures on February 3, 2030. There was amortization of debt discount of $ 30,193 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. There were payments of $ 30,694 and $ 0 during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $ 150,639 and $ 0 net of an unamortized debt discount of $ 1,547 and $ 0 , respectively. The following table details the current and long-term principal due under non-convertible notes as of March 31, 2026. 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) 53,712 485,942 Deed of Trust Note (Issued September 1, 2022) 53,712 485,942 Equipment Finance Note (Issued April 21, 2022) 52,937 - Equipment Finance Note (Issued January 10, 2023) 73,877 - Equipment Finance Note (Issued February 24, 2023) 80,156 - Equipment Finance Note (Issued February 23, 2023) 287,460 218,070 Equipment Finance Note (Issued February 3, 2025) 228,840 914,360 Equipment Finance Note (Issued February 3, 2025) 171,660 656,787 Equipment Finance Note (Issued February 3, 2025) 260,400 995,327 Equipment Finance Note (Issued February 3, 2025) 208,320 797,053 Equipment Finance Note (Issued May 28, 2025) 276,480 1,221,120 Equipment Finance Note (Issued May 28, 2025) 88,596 1,121,055 Equipment Finance Note (Issued February 3, 2026) 45,720 106,466 SAFTs - 85,000 DWM Property Note 5,391,859 - Debt Discount ( 200,103 ) ( 1,449,110 ) Total Principal of Non-Convertible Notes $ 7,073,626 $ 5,643,012 Total principal payments due on non-convertible notes for 2026 through 2029 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2026 $ 1,463,150 2027 1,674,900 2028 1,389,915 2029 1,368,176 Thereafter 8,469,724 16 NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of March 31, 2026 and December 31, 2025, the Company owed accounts payable and accrued expenses of $ 7,465,015 and $ 8,043,143 , respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills. SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, 2026 2025 Accounts Payable $ 2,548,298 $ 2,950,052 Credit Cards 30,933 37,400 Accrued Interest 2,940,971 2,849,977 Accrued Expenses 1,944,813 2,205,714 Total Accounts Payable and Accrued Expenses $ 7,465,015 $ 8,043,143 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 March 31, 2026 and December 31, 2025, the Company owed payroll tax liabilities, including penalties, of $ 3,946,411 to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. NOTE 11 – 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. 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. 17 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 complied 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 had 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 “First Quarter Form 10-Q”). The Staff informed the Company that is had until June 22, 2026 to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). On June 15, 2026, the Company filed the 2025 Form 10-K with the SEC. On June 16, 2026, the Company received a letter from the Nasdaq stating that it evidenced partial compliance with Listing Rule 5250(c)(1) by filing the 2025 Form 10-K but that it was still not in compliance with Listing Rule 5250(c)(1) due to its failure to file the First Quarter Form 10-Q. On June 22, 2026, the Company submitted its plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1) to Nasdaq. 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 quarter-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 three months ended March 31, 2026. 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. 18 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. ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES March 31, December 31, 2026 2025 ROU assets – related party $ - $ - ROU assets 439,727 495,457 Total ROU assets $ 439,727 $ 495,457 Current portion of lease liabilities – related party $ - $ - Current portion of lease liabilities 276,036 272,476 Long term lease liabilities, net of current portion 174,787 233,451 Total lease liabilities $ 450,823 $ 505,927 Aggregate minimum future commitments under non-cancelable operating leases and other obligations at March 31, 2026 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2026 (remaining) 203,652 2027 254,448 2028 40,000 Total Minimum Lease Payments $ 498,100 Less: Imputed Interest $ ( 47,277 ) Present Value of Lease Payments $ 450,823 Less: Current Portion $ ( 276,036 ) Long Term Portion $ 174,787 Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended March 31, 2026 and 2025 was $ 143,990 and $ 176,258 , respectively. At March 31, 2026, the leases had a weighted average remaining lease term of 1.8 years and a weighted average discount rate of 10 %. 19 NOTE 13 – 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 As of March 31, 2026, there were 0 shares of Series D issued and outstanding. Series A-1 As of March 31, 2026, there were 450,000 shares of Series A-1 Preferred Stock issued and outstanding. 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, 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. During the three months ended March 31, 2026, the Company issued no shares of common stock. As of March 31, 2026 and December 31, 2025 there were 829,631 and 829,631 shares of common stock issued and outstanding, respectively. Additional Paid in Capital 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 $ 1,490 in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split. 20 NOTE 14 – WARRANTS 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. A summary of the warrant activity for the three months ended March 31, 2026 is as follows: SCHEDULE OF WARRANT ACTIVITY Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2025 3,421 $ 172.30 3.28 $ - Exercisable at December 31, 2025 3,421 $ 172.30 3.28 $ - Granted - - Exercised - - Cancelled/Exchanged - - Outstanding at March 31, 2026 3,421 $ 172.30 3.03 $ - Exercisable at March 31, 2026 3,421 $ 172.30 3.03 $ - SCHEDULE OF WARRANT EXERCISABLE Exercise Warrants Weighted Avg. Warrants Price Outstanding Remaining Life Exercisable $ 165.00 3,260 3.13 3,260 320.10 161 0.92 161 3,421 3.03 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 $ 3.38 as of March 31, 2026 which would have been received by the warrant holders had those holders exercised the warrants as of that date. 21 NOTE 15 – 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 March 31, 2026, the Company had granted an aggregate of 13,969 securities under the Plans since inception, with 13,387 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. There were no options issued during the three or three months ended March 31, 2026. A summary of the stock option activity for the three months ended March 31, 2026 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, 2025 206 $ 3,723,473 0.99 $ - Exercisable at December 31, 2025 206 $ 3,723,473 0.99 $ - Granted - - Exercised - - Forfeiture/Cancelled ( 40 ) $ 4,492,125 Outstanding at March 31, 2026 166 $ 3,538,256 1.49 $ - Exercisable at March 31, 2026 166 $ 3,538,256 1.49 $ - 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 2.35 22 $ 1,237,501 – 2,475,000 9 1.45 9 $ 2,475,001 – 3,712,500 32 0.51 32 $ 3,712,501 – 4,950,000 83 0.81 83 $ 4,950,001 – 5,296,500 20 0.78 20 The aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s stock price of $ 3.38 as of March 31, 2026, 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 three months ended March 31, 2026 and 2025 was $ 0 and $ 0 , respectively. Unrecognized compensation expense was $ 0 as of March 31, 2026. 22 NOTE 16 – RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services During the three months ended March 31, 2026 and 2025, the Company provided $ 189,270 and $ 206,584 in hauling services to an entity controlled by the Company’s Chief Executive Officer, respectively. During the three months ended March 31, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 233,953 and $ 223,174 for hauling services rendered to the Company, respectively. During the three months ended March 31, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 314,814 and $ 0 for mechanic and repair services provided to the Company. NOTE 17 – 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 Chief Operating Decision Maker (“CODM”), Danny Meeks, Chairman and CEO, evaluates performance on both an operating segment basis and a consolidated basis, primarily using revenues, gross profit, and operating cash flows. These measures are used by the CODM, management, investors, lenders, and other external users of our financial statements to assess our operating performance and to compare results to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and in allocating resources among our operations. 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 Three Months Ended March 31, 2026 Scrap Metal Recycling Hauling Other Total Revenues $ 14,130,462 $ 2,126,321 $ 19,198 $ 16,275,981 Cost of revenues ( 8,149,521 ) ( 1,311,576 ) - ( 9,461,097 ) Gross Profit: $ 5,980,941 $ 814,745 $ 19,198 $ 6,814,884 Operating Expenses $ ( 7,888,152 ) Other Expenses ( 431,276 ) Deemed Dividends - Net loss available to common shareholders $ ( 1,504,544 ) Recycling Hauling Other Total Three Months Ended March 31, 2025 Scrap Metal Recycling Hauling Other Total Revenues $ 4,397,545 $ 2,912,165 $ 24,000 $ 7,333,710 Cost of revenues ( 2,126,772 ) ( 1,720,275 ) - ( 3,847,047 ) Gross Profit: $ 2,270,773 $ 1,191,890 $ 24,000 $ 3,486,663 Operating Expenses $ ( 7,368,170 ) Other Expenses ( 784,232 ) Deemed Dividends ( 2,999,964 ) Net loss available to common shareholders $ ( 7,665,703 ) NOTE 18 – SUBSEQUENT EVENTS The Company evaluated subsequent events through the date of the filing of this Form 10-Q, the date the accompanying condensed consolidated financial statements were available to be issued, and concluded that no events or transactions occurred during that period that require recognition or disclosure herein. 23 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information on such statements contained in this Quarterly Report immediately preceding Part I, Item 1. 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 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. Empire is headquartered in Chesapeake, Virginia and employs 171 people as of July 29, 2025. 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. 24 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 and beginning operation of a second shredder at our Kelford, North Carolin a location . 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. 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. Results of Operations For the Three Months Ended March 31, 2026 and 2025 For the three months ended March 31, 2026 $ % 2026 2025 Change Change Revenue $ 16,275,981 $ 7,333,710 $ 8,942,271 121.93 % Gross Profit 6,814,884 3,486,663 3,328,221 95.46 % Operating Expenses 7,888,152 7,368,170 519,982 7.06 % Loss from Operations (1,073,268 ) (3,881,507 ) 2,808,239 (72.35 )% Other Income (Expense) (431,276 ) (784,232 ) 352,956 (45.01 )% Net Loss Available to Common Stockholders $ (1,504,544 ) $ (7,665,703 ) $ 6,161,159 (80.37 )% Revenues For the three months ended March 31, 2026, we generated $16,275,981 in revenues, as compared to $7,333,710 during the same period in 2025, an increase of $8,942,271. This was comprised of an increase in Metal revenue from $4,397,545 during the three months ended March 31, 2025 to $14,130,462 during the three months ended March 31, 2026. This was partially offset by a decrease in Hauling revenue from $2,912,165 during the three months ended March 31, 2025 to $2,126,321 during the three months ended March 31, 2026 and a decrease in other revenue from $24,000 during the three months ended March 31, 2025 to $19,198 during the three months ended March 31, 2026. Our cost of revenues increased to $9,461,097 for the three months ended March 31, 2026 from $3,847,047 during the same period in 2025, an increase of $5,614,050, primarily due to the increase in revenues and the costs of rapid scaling. This increase was composed of an increase in metal scrap cost of revenues from $2,12 6,772 during the three months ended March 31, 2025 to $8,149,521 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,720,275 during the three months ended March 31, 2025 to $1,311,576 during 2026. Our gross profit was $6,814,884 during the three months ended March 31, 2026, an increase of $3,328,221 from $3,486,663 during the same period in 2025 primarily due to a decline in margins on the Company’s hauling and metal revenue related to rapid revenue scaling. This was composed of an increase in metal scrap gross profits from $2,270,773 during the three months ended March 31, 2025 to $5,980,941 during the three months ended March 31, 2026, an increase of $3,710,168. It was also partially offset by a decrease in gross profit from hauling gross margins from $1,191,890 for the period ending March 31, 2025 to $814,745 for the period ending March 31, 2026, a decrease of $377,145. A decrease in other gross losses from $24,000 for the period ending March 31, 2025 to $19,198 for the period ending March 31, 2026 also offset the total increase with a decrease of $4,802. 25 Operating Expenses For the three months ended March 31, 2026 and 2025, our operating expenses were $7,88 8,152 and $7,368,170 respectively, an increase of $519,982. There was an increase in payroll and related expenses of $522,024 as payroll and related expenses were $2,496,509 for the three months ended March 31, 2026 as compared to $1,974,485 for the same period in 2025 which was the result of expanding operations. Advertising expense decreased by $40,556 to $12,843 for the three months ended March 31, 2026 as compared to $53,399 for the same period in 2025 due to efforts to conserve cash and a focus on organic growth. Depreciation of fixed assets, along with amortization of intangible assets, increased by $82,431 to $2,201,674 for the three months ended March 31, 2026 from $2,119,243 in 2025 as a result of the Company the acquisition of additional fixed assets between April 1 , 2025 and March 31, 2026 . There were hauling and equipment maintenance costs of $1,483,527 during the three months ended March 31, 2026, as compared to $1,273,857 during the same period in 2025, an increase of $209,670, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $212,143 during the three months ended March 31, 2026 from $423,563 during the same period in 2025, a decrease of $211,420 as a result of the Company having less corporate activity during the three months ended March 31, 2026 compared to the same period in 2025. There was an increase in rent, utilities, and property maintenance expenses as a result of the Company acquiring the equipment on certain properties, increasing $90,666 from $216,689 during the three months ended March 31, 2025 to $307,355 during the same period in 2026. There was stock based compensation for services of $0 during the three months ended March 31, 2026, as compared to $100,000 during the same period in 2025, a decrease of $100,000 primarily related to a decrease in corporate branding activities in 2026 compared to 2025. There was a loss on sale of asset of $ 4,191 during the three months ended March 31, 2026, as compared to a gain on the sale of asset of $39,535 during the same period during 2025. Our other general and administrative expenses decreased to $1,169,910 for the three months ended March 31, 2026 from $1,246,469 for the same period in 2025, a decrease of $76,559. The change in these expenditures resulted in our total operating expenses increasing to $7,88 8,152 during the three months ended March 31, 2026 compared to $7,368,170 during the three months ended March 31, 2025, an increase of $519,982. Loss from Operations Our loss from operations was reduced by $2,808,239 to $(1,073,268) during the three months ended March 31, 2026, from $(3,881,507) during the three months ended March 31, 2025 for the reasons discussed above. Other Income (Expense) During the three months ended March 31, 2026, we generated other expenses of $(431,276), as compared to other expenses of $(784,232) for the same period in 2025, a decrease of $352,956. Interest expenses and amortization of debt discount decreased to $(430,352) during the three months ended March 31, 2026 from $(810,853) during the three months ended March 31, 2025. Deemed Dividend During the three months ended March 31, 2026, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $2,999,964 as compared to the same period in 2025. Net Loss Available to Common Stockholders Our net loss available to common shareholders was $(1,504,544) for the three months ended March 31, 2026, as compared to a loss of $(7,665,703) during the same period in 2025, a decrease of $6,161,159 for the reasons discussed above. Liquidity and Capital Resources Net cash provided by operating activities for the three months ended March 31, 2026 was $1,318,528 as compared to $(4,161,414) for the three months ended March 31, 2025. For the three months ended March 31, 2026, the cash flows used in operating activities were driven by a net loss of $1,504,544, amortization of right of use assets of $55,730, depreciation and amortization of $2,201,674, increase in due to related parties of $1,238,857, decrease in prepaid expenses of $394,075, interest and amortization of debt discount of $430,352, an increase in accounts receivable of $401,969, a loss on sale of asset of $4,191, a decrease in accounts payable and accrued expenses of $919,109, principal payments made on operating lease liability of $55,104, an increase in accrued payroll and related expenses of $229,049 and an increase in inventories of $354,674. Net cash provided by (used in) investing activities was $25,000 and $(58,500) for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, there was cash used in the purchase of equipment of $(65,000) and cash received for the disposal of assets of $90,000. For the three months ended March 31, 2025, there was cash used in the purchase of equipment of $(210,500) and proceeds from disposal of property and equipment of $152,000. Net cash used in financing activities was $(816,415) during the three months ended March 31, 2026, as compared to net cash provided by financing activity $7,145,205 during the three months ended March 31, 2025. During the three months ended March 31, 2026, there were ($163,141) reduction in bank overdraft and repayment of non-convertible notes of $(653,274). During the three months ended March 31, 2025, the Company received $9,143,806 from the sale of common stock with warrants, cash received but shares in abeyance of $1,334,800 and $227,806 from bank overdrafts, while repaying $1,261,207 in convertible notes and repaid related party non-convertible notes in the amount of $2,300,000. Capital Resources As of March 31, 2026, we had cash on hand of $1,462,876. 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. 26 Required Capital over the Next Fiscal Year As of March 31, 2026, the Company had cash of $1,462,876 and a working capital deficit (current liabilities in excess of current assets) of $(17,967,325). The accumulated deficit as of March 31, 2026 was $(522,414,972). For the three months ended March 31, 2026, the Company had a loss from operations of $1,073,268. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed 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. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Contractual Obligations Our contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise. 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 Quarterly Report on Form 10-Q 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. 27 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 had 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 complied 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 had 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 “First Quarter Form 10-Q”). The Staff informed the Company that it had until June 22, 2026 to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). On June 15, 2026, the Company filed the 2025 Form 10-K with the SEC. On June 16, 2026, the Company received a letter from the Nasdaq stating that it evidenced partial compliance with Listing Rule 5250(c)(1) by filing the 2025 Form 10-K but that it was still not in compliance with Listing Rule 5250(c)(1) due to its failure to file the First Quarter Form 10-Q. On June 22, 2026, the Company submitted its plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1) to Nasdaq. 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. 28 Critical Accounting Policies and Estimates For a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS As a “smaller reporting company” we are not required to provide the information required by this Item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures 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 our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 29 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As disclosed in Note 11 - Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters and there have been no material developments with respect to our legal proceedings, except as described in Note 11 - Commitments and Contingencies . The disclosures set forth in Note 11 - Commitments and Contingencies relating to certain legal matters are incorporated herein by reference. ITEM 1A. RISK FACTORS As a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on June 15, 2026. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangement During the three months ended March 31, 2026, 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. 30 ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Quarterly 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 Plan of Reorganization, dated March 18, 2014. S-1 333-196735 2.1 June 13, 2014 2.2 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 31 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 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 Form of Warrant dated July 2023 8-K 000-55431 4.1 August 3, 2023 4.3 Form of Senior Note dated July 2023 8-K 000-55431 4.2 August 3, 2023 4.4 Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC 8-K 000-55431 4.3 August 3, 2023 4.5 Form of Warrant issued to Purchasers, dated August 2023 8-K 000-55431 4.1 August 21, 2023 4.6 Form of Placement Agent Warrant, dated August 2023 8-K 000-55431 4.2 August 21, 2023 4.7 Form of Warrant 8-K 000-55431 4.1 December 6, 2021 4.8 Form of Senior Note 8-K 000-55431 4.2 December 6, 2021 4.9 Form of Inducement Warrant 8-K 001-41452 4.1 March 18, 2024 4.10 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 April 22, 2024 4.11 Form of Financial Advisor Warrant 8-K 001-41452 4.2 April 22, 2024 4.12 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 4.13 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 4.14 Form of Warrant issued to Purchasers 10-Q 001-41452 4.1 May 20, 2024 4.15 Form of Financial Advisor Warrant 10-Q 001-41452 4.2 May 20, 2024 4.16 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 June 11, 2024 4.17 Form of Placement Agent Warrant 8-K 001-41452 4.2 June 11, 2024 4.18 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 January 13, 2025 4.19 Form of Placement Agent Warrant 8-K 001-41452 4.2 January 13, 2025 4.20 Form of Warrant Amendment entered into with Existing Holders 8-K 001-41452 4.3 January 13, 2025 4.21 Form of Warrant issued to Purchasers 8-K 001-41452 4.1 February 11, 2025 4.22 Form of Placement Agent Warrant 8-K 001-41452 4.2 February 11, 2025 4.23 Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC 8-K 001-41452 4.1 December 2, 2024 32 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 33 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 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, OceanaSalvage 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 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 Chief 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * 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. 34 SIGNATURES Pursuant to the requirements of 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: July 29, 2026 By : /s/ Danny Meeks Danny Meeks, Chief Executive Officer (Principal Executive Officer) Date: July 29, 2026 By: /s/ Chelsea Pullano Chelsea Pullano, Chief Financial Officer (Principal Financial and Accounting Officer) 35