What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-16 · 148 added, 118 removed, 75 unchanged (78% of the section changed)

were formed in April 26, 2013 as a technology platform developer under the name MassRoots, Inc.

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 has discontinued all operations related to our social media business.

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

(“Empire”), which operates 14 metal recycling facilities

in Virginia, North Carolina, and Ohio.

The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger

name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” On September 30, 2021, we closed our acquisition

of Empire Services, Inc.

(“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio.

The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

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

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

operate 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.

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

Virginia yard.

Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined

recycled ferrous metals, which are more valuable as they require less processing to produce recycled steel products.

In totality, this

process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.

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

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

of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our

products to domestic steel mills and overseas foundries.

Because this would greatly expand the number of potential buyers of our processed

scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability

of our existing operations.

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

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

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

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

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

outstanding common stock of Empire Services, Inc.

(“Empire”), a Virginia corporation.

Upon closing of the Empire Merger,

all of the shares of Empire’s common stock was exchanged for 1,650,000 shares of our common stock.

At the closing of the Empire

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

were converted into and exchanged for one share of common stock of Empire, and all shares of Empire’s common stock that were outstanding

immediately prior to the closing of the Empire Merger automatically cancelled and retired.

Upon the closing of the Empire Merger, Empire

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

main product is selling ferrous metal, which is used in the recycling and production of finished steel.

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

Roads and northeastern North Carolina markets.

In the second quarter of 2023, we are expanding our operations by opening a metal recycling

facility in Cleveland, Ohio.

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

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

and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

May 2021, we launched our new website.

For the first time, Empire’s customers can see the current prices for each type of scrap

Our website is also integrated with Google’s Business Profiles, listing many of Empire’s locations on Google for the

In late May 2021, the Empire launched a junk car buying platform, where people looking to sell their scrap cars can get a

quote within minutes, and integrated Google Ads, enabling Empire to micro-target their advertising based on location, age, income, and

other factors.

Additionally,

during 2021, the Company moved the operations of each of their yards to WeighPay, a cloud-based Enterprise Resource Planning “ERP”

system, which enables management to track sales, inventory, and operations at each facility in real time, while also establishing stronger

internal controls and systems.

Additionally, in 2021, the Company moved Empire’s accounting systems over to a cloud-based QuickBooks

to facilitate collaboration and further growth.

technology systems and improvements Empire implemented have resulted in a significant increase in new customers, hundreds of quotes and

dozens of purchases of junk cars, and we believe a material increase in Empire’s revenues as a result of these improvements.

systems have also streamlined Empire’s accounting and internal operations to enable any future acquisitions to be closed quickly

and efficiently.

Lastly, through the data-driven decision processes that have been introduced, Empire’s strategy on future locations

and pricing is being informed by accurate and relevant data.

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

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

This system will enable each facility to:

text and email updates and special deals to their customers;

a points-based rewards system;

consumers to view scrap metal yards in their local area along with prices;

quotes for junk cars in real-time;

and respond to reviews of scrap yards;

analytics and conversion data.

the past ten years, Greenwave has invested approximately $10 million developing these technologies which we believe we can re-purpose

for a fraction of the cost of development, give our metal recycling facilities and those who pay to use our platform a significant competitive

advantage, and grow our revenues and profits as a result.

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

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

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

cars, rather than from third parties.

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

primarily by Empire, its parent company.

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

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

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

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

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

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

Greenwave’s adoption of GreenSpark positions

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

Serving the leading operators in metals recycling

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

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

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

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

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

on our experience.

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

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

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

“Preferred Stock”).

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

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

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

In addition, the Company has the right to redeem

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

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

voting rights, and does not bear dividends.

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

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

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

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

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

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

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

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

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

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

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

For more information,

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

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

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

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

Securities Exchange Commission on September 12, 2023.

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

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

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

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

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

1, 2024 to February 28, 2025;

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

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

from March 1, 2027 to February 28, 2028;

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

of the lease.

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

to make a security deposit of $17,000.

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

believes the U.S.

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

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

Leading steel makers are moving decisively to lockdown

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

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

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

Until last week, Schnitzer was one of the largest independent

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

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

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

–we believe Greenwave

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

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

These are the market conditions in

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

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

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

scrap metal chains remaining.

Direct Offering and Concurrent Private Placement

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

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

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

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

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

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

fees and other estimated offering expenses.

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

common stock was $0.5302.

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

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

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

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

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

shares underlying the January Warrants.

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

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

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

gives proper notice to the holders of such redemption.

The January Purchase Agreement also prohibits each January Purchaser from conducting

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

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

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

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

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

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

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

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

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

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

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

The Warrant Amendment amended the Existing

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

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

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

Following the Warrant Amendment,

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

The shares of common stock issuable upon exercise of the

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

Existing Warrants are subject to stockholder approval.

of Lisa Lucas-Burke to Board of Directors

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

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

and Nomination and Corporate Governance Committee, effective immediately.

Direct Offering and Concurrent Private Placement

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

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

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

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

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

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

other estimated offering expenses.

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

stock was $0.3337.

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

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

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

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

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

resale of the shares underlying the February Warrants.

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

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

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

gives proper notice to the holders of such redemption.

The February Purchase Agreement also prohibits each February Purchaser from:

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

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

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

Sicignano III Resignation as Director

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

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

Sicignano served as Chairman of the Company’s

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

Bid Price Deficiency

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

Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid

price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum

Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive

business days.

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

Bid Price Requirement.

March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement,

the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum

Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

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

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

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

If compliance cannot be demonstrated by September 8, 2025,

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

At that time, the Company may appeal Nasdaq’s

determination to a Nasdaq Hearings Panel.

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

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

There can be no assurance that

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

requirements of the Nasdaq Capital Market.

and Human Capital Resources

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

employs 180 people as of April 7, 2025.

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

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compensation and best in class benefits that are tailored specifically to the needs and requests of our employees.

During 2021 and 2022,

we worked to manage through the effects of the COVID-19 pandemic and entered 2023 stronger than ever.

As appropriate, others were provided

the option of working remotely or at our facilities with appropriate safeguards.

We uphold our commitment to shareholders by working

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

As appropriate, employees

are provided the option of working remotely or at our facilities with appropriate safeguards.

We uphold our commitment to stockholders

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

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

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

What changed 10-K

Item 1. Business