UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the period ended
OR
For the transition period from ___________to ____________
Commission
File Number
(Exact name of business as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
(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 | ||
| The
|
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 ☐
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 ☐
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 | ☐ |
| ☒ | 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 March 6, 2026, there were shares of the registrant’s common stock issued and outstanding.
TABLE OF CONTENTS
| 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
| September 30 | December 31 | |||||||
2025 (Unaudited) | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Inventories, net | ||||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Property and equipment, net - Related Party | ||||||||
| Operating lease right of use assets, net | ||||||||
| Licenses, net | ||||||||
| Customer list, net | ||||||||
| Intellectual property, net | ||||||||
| Security deposit | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll and related expenses | ||||||||
| Non-convertible notes payable, current portion,
net of unamortized debt discount of $ | ||||||||
| Related party note payable | ||||||||
| Due to related parties | ||||||||
| Operating lease obligations, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease obligations, less current portion | ||||||||
| Non-convertible notes
payable, net of unamortized debt discount of $ | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (See Note 11) | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock - shares authorized: | ||||||||
| Preferred stock - Series A-1, $ par
value, $ | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
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 Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of Revenues | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Advertising | ||||||||||||||||
| Payroll and related expenses | ||||||||||||||||
| Rent, utilities and property maintenance ($ | ||||||||||||||||
| Hauling and equipment maintenance | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Stock based compensation for services | ||||||||||||||||
| Consulting, accounting and legal | ||||||||||||||||
| Gain on asset | ( | ) | ( | ) | ||||||||||||
| Stock Compensation | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest expense and amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Other income - related party | ||||||||||||||||
| Shares issued for warrant inducement | ( | ) | ||||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liabilities | ||||||||||||||||
| Gain on conversion of convertible notes | ( | ) | ||||||||||||||
| Gain on settlement of non-convertible notes payable and advances | ||||||||||||||||
| Shares issued for financing | ( | ) | ||||||||||||||
| Total Other (Expense) Income | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes (Benefit) | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deemed dividend for the reduction of exercise price of warrants | ( | ) | ( | ) | ||||||||||||
| Deemed dividend for the reduction of the conversion price of a debt note | ( | ) | ||||||||||||||
| Net Loss Available to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Common Share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock and warrants issued for cash, net of fees | - | - | $ | |||||||||||||||||||||||||||||||||
| Common stock issued for cashless exchange of warrants | - | - | ( | ) | $ | |||||||||||||||||||||||||||||||
| Deemed dividend for the reduction of the exercise price of warrants | - | - | - | ( | ) | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services rendered | - | - | $ | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | $ | - | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock and warrants issued for cash, net of fees | - | $ | - | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Common stock issued for cashless exchange of warrants | - | $ | - | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Common stock issued for rounding in reverse split | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
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 (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
(Unaudited)
Preferred Stock Series D to be Issued | Common Stock | Common Stock to be Issued | Subscription | Additional Paid | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Receivable | In Capital | Deficit | Total | |||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Exchange of non-convertible note into shares of Series D Preferred | - | - | $ | |||||||||||||||||||||||||||||||||||||
| Common stock issued for the conversion of convertible debt notes | - | - | $ | |||||||||||||||||||||||||||||||||||||
| Common stock issued for the exercise of warrants for cash | - | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Equity issued for warrant inducement | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Deemed dividend for the reduction of the conversion price of a debt note | - | - | - | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Deemed dividend for the reduction of the exercise price of warrants | - | - | - | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Exchange of Series D Preferred into Common | ( | ) | $ | ( | ) | $ | - | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Common stock issued for the conversion of convertible debt notes | - | - | $ | |||||||||||||||||||||||||||||||||||||
| Sale of Commons Shares and Warrants for Cash | - | ( | ) | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Equity Issued for Services | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Modification of conversion feature on debt | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Deemed dividend for the reduction of the exercise price of warrants | - | - | - | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Establishment of derivative liabilities due to authorized share shortfall | - | - | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Settlement of derivative liabilities upon stock split | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Rounding for share adjusted in reverse split | - | - | ( | ) | $ | |||||||||||||||||||||||||||||||||||
| Net income | - | - | - | $ | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Common stock issued for the cashless exchange of warrant | - | $ | $ | - | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||
| Net Income | - | - | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
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)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization of intangible assets | ||||||||
| Amortization of right of use assets, net - related-party | ||||||||
| Amortization of right of use assets, net | ||||||||
| Interest and amortization of debt discount | ||||||||
| Loss on conversion of debt | ||||||||
| Gain on settlement of non-convertible notes payable and advances | ( | ) | ||||||
| Gain on asset | ( | ) | ||||||
| Stock based compensation | ||||||||
| Stock based compensation for services | ||||||||
| Equity issued for warrant inducement | ||||||||
| Loss on extinguishment | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related party | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Security deposit | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued payroll and related expenses | ( | ) | ||||||
| Principal payments made on operating lease liability - related-party | ( | ) | ||||||
| Principal payments made on operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment - related-party | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Disposal of asset | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Bank overdrafts | ( | ) | ||||||
| Proceeds from issuance of common stock with warrants | ||||||||
| Proceeds from warrant exercises | ||||||||
| Repayment of convertible notes | ( | ) | ( | ) | ||||
| Repayment of a non-convertible notes payable | ( | ) | ( | ) | ||||
| Proceeds from factoring | ||||||||
| Repayments of factoring | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ( | ) | ||||||
| Cash, beginning of year | $ | $ | ||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during period for interest | $ | $ | ||||||
| Cash paid during period for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Deemed dividend for conversion price reduction of note | $ | $ | ||||||
| Equipment purchased by issuance of non-convertible notes payable | $ | $ | ||||||
| Non-convertible notes settled with disposal of property | $ | $ | ||||||
| Deemed dividend for exercise price reduction of warrants | $ | $ | ||||||
| Exchange of related party notes to Series D Preferred | $ | $ | ||||||
| Increase in right of use assets and operating lease liabilities | $ | $ | ||||||
| Common shares issued for cashless exchange of warrants | $ | $ | ||||||
| Common shares issued upon conversion of Series Z Preferred | $ | $ | ||||||
| Rounding for reverse split | $ | $ | ||||||
| Legal fees paid out of warrant exercise | $ | $ | ||||||
| Assets purchased adjusted from Accounts Receivable | $ | $ | ||||||
| Common shares issued upon conversion of convertible notes and accrued interest | $ | $ | ||||||
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
September 30, 2025 (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 and nine months ended September 30, 2025 and 2024, its cash flows for the nine months ended September 30, 2025 and 2024, and its financial position as of September 30, 2025 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, 2024 as filed with the SEC on April 15, 2025 (the “Annual Report”). The December 31, 2024 balance sheet is derived from those statements.
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of September 30, 2025, the Company had cash of $
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, deemed dividends, assumptions used in right-of-use and lease liability calculations, 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 September 30, 2025 and December 31, 2024, the Company had no cash equivalents.
The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess
of the federally insured limit of $
Property and Equipment, net
We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our 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 our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our 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.
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 18 – 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 September 30, 2025 and December 31, 2024, the accounts receivable balances
amounted to $
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 $
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $
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 September 30, 2025 and December 31, 2024, the Company had accruals reported on the balance sheet as current liabilities of
$
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 to
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 19 – Segment Reporting.
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 and nine months ended September 30, 2025 and 2024 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Options to purchase common shares | ||||||||
| Warrants to purchase common shares | ||||||||
| Common shares issuable upon conversion of preferred stock | ||||||||
| Total potentially dilutive common shares | ||||||||
On
August 20, 2025, the Company completed a
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 will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.
Segment Reporting
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for the year ended December 31, 2024.
| 11 |
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 December 31, 2024, six certain large customers individually
accounted for $
At
September 30, 2025, six large customers individually accounted for $
Customer Concentrations
For the three months ended September 30, 2025, five customer individually accounted for $
For the nine months ended September 30, 2025, four customer individually accounted for $
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
For
the three months ended September 30, 2025, three vendors individually accounted for $
For
the nine months ended September 30, 2025 and September 30, 2024, no vendors individually accounted for
The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
NOTE 5 – INVENTORIES
Inventories consisted of the following as of:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Processed and unprocessed scrap metal | $ | $ | ||||||
| Finished products | ||||||||
| Inventories | $ | $ | ||||||
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 $
| 12 |
The
purchase price is paid by (i) the issuance of an aggregate of shares of Series A-1 Preferred Stock of the Company, par value
$ per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $
Property and equipment as of September 30, 2025 and December 31, 2024 is summarized as follows:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Machinery & Equipment | $ | $ | ||||||
| Furniture & Fixtures | ||||||||
| Vehicles | ||||||||
| Leaseholder Improvement | ||||||||
| Land | ||||||||
| Buildings | ||||||||
| Subtotal | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended September 30, 2025 and 2024 was $
During
the nine months ended September 30, 2025, the Company settled $
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:
| September 30, 2025 | Remaining | |||||||||||||
| Gross carrying | Accumulated | Carrying | estimated | |||||||||||
| amount | amortization | value | useful life | |||||||||||
| Intellectual Property | $ | $ | ( | ) | $ | |||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
| December 31, 2024 | Remaining | |||||||||||||
| Gross carrying | Accumulated | Carrying | estimated | |||||||||||
| amount | amortization | value | useful life | |||||||||||
| Intellectual Property | $ | $ | ( | ) | $ | |||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
| 13 |
There
were
Amortization
expense for intangible assets was $
Total estimated amortization expense for our intangible assets for the years 2025 through 2028 is as follows:
| Year ended December 31, | ||||
| 2025 (remaining) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
NOTE 8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
Factoring Advances
On
February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
The
remaining advances were for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation
D thereunder in 2018. As of September 30, 2025 and December 31, 2024, the Company owed $
| 14 |
Non-Convertible Notes Payable
On
April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the
Company’s Chief Executive Officer in the principal amount of $
On
April 21, 2022, the Company entered into a secured promissory note in the principal amount of $
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 $
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 $
On
September 14, 2022, the Company entered into a secured promissory note in the principal amount of $
| 15 |
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
On
December 15, 2022, the Company entered into a secured promissory note in the principal amount of $
On
January 10, 2023, the Company entered into a secured promissory note in the principal amount of $
On
January 12, 2023, the Company entered into a secured promissory note in the principal amount of $
| 16 |
On
February 23, 2023, the Company entered into a secured promissory note in the principal amount of $
On
February 24, 2023, the Company entered into a secured promissory note in the principal amount of $
On
April 12, 2023, the Company entered into a secured promissory note in the principal amount of $
On
July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer
in the principal amount of $
| 17 |
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 $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
May 28, 2025, the Company entered into a secured promissory note in the principal amount of $
On
May 28, 2025, the Company entered into a secured promissory note in the principal amount of $
The following table details the current and long-term principal due under non-convertible notes as of September 30, 2025.
| Principal | Principal | |||||||
| (Current) | (Long Term) | |||||||
| GM Financial (Issued April 11, 2022) | $ | $ | ||||||
| Non-Convertible Note (Issued March 8, 2019) | ||||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Equipment Finance Note (Issued April 21, 2022) | ||||||||
| Equipment Finance Note (Issued September 14, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued December 15, 2022) | ||||||||
| Equipment Finance Note (Issued January 10, 2023) | ||||||||
| Equipment Finance Note (Issued January 12, 2023) | ||||||||
| Equipment Finance Note (Issued February 24, 2023) | ||||||||
| Equipment Finance Note (Issued February 23, 2023) | ||||||||
| Equipment Finance Note (Issued April 12, 2023) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued May 28, 2025) | ||||||||
| Equipment Finance Note (Issued May 28, 2025) | ||||||||
| SAFTs | ||||||||
| DWM Property Note | ||||||||
| Debt Discount | ( | ) | ( | ) | ||||
| Total Principal of Non-Convertible Notes | $ | $ | ||||||
Total principal payments due on non-convertible notes for 2025 through 2028 and thereafter is as follows:
| Year ended December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| 18 |
NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of September 30, 2025 and December 31, 2024, the Company owed accounts payable and accrued expenses of $
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts Payable | $ | $ | ||||||
| Credit Cards | ||||||||
| Accrued Interest | ||||||||
| Accrued Expenses | ||||||||
| Total Accounts Payable and Accrued Expenses | $ | $ | ||||||
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 September 30, 2025 and December 31, 2024, the Company owed payroll tax liabilities, including
penalties, of $
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 $ 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 $ 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).
| 19 |
Nasdaq’s determination to grant the Company an additional 180 calendar day period was based on the Company’s satisfaction of the continued listing requirements for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. Additionally, the Company has provided Nasdaq with written notice of its intention to cure the deficiency during the second compliance period, potentially by implementing a reverse stock split, if necessary.
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.
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,
| 20 |
On
March 15, 2024,
In May 2025,
Automobile Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $
On
December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile.
ROU assets and liabilities consist of the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ROU assets – related party | $ | $ | ||||||
| ROU assets | ||||||||
| Total ROU assets | $ | $ | ||||||
| Current portion of lease liabilities – related party | $ | $ | ||||||
| Current portion of lease liabilities | ||||||||
| Long term lease liabilities, net of current portion | ||||||||
| Total lease liabilities | $ | $ | ||||||
| 21 |
Aggregate minimum future commitments under non-cancelable operating leases and other obligations at September 30, 2025 were as follows:
| Year ended December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total Minimum Lease Payments | $ | |||
| Less: Imputed Interest | $ | ( | ) | |
| Present Value of Lease Payments | $ | |||
| Less: Current Portion | $ | ( | ) | |
| Long Term Portion | $ | |||
The
Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent
expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the nine months
ended September 30, 2025 and 2024 was $
NOTE 13 – CONVERTIBLE NOTES PAYABLE
On
July 3, 2023, the Company closed a bridge financing in the principal amount of $
On
July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company
sold, and the investors purchased, approximately $
| 22 |
The
Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend
yield of
On
August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced
from $
On
March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the
Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next
four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts
now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including
the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common
Stock on the three (3) most recent Trading Days is less than $
On
March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $
On
May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023.
The amendment, among other things, changed the conversion price of the senior notes to $
On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.
During
the year ended December 31, 2024, there was amortization of debt discount $
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As
of December 31, 2024 and 2023, the carrying value of the convertible notes was $
As
of December 31, 2024, the current and non-current portions of the note were $
NOTE 14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS
On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability treatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition of a derivative liability.
The
Company estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions:
(1) dividend yield of
The
Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on
the following assumptions: (1) dividend yield of
The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| ● | Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. |
All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.
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As of September 30, 2025, the Company did not have any derivative instruments that were designated as hedges.
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2025 and December 31, 2024:
| Quoted Prices | Significant | |||||||||||||
| in Active | Other | Significant | ||||||||||||
| Markets for | Observable | Unobservable | ||||||||||||
| September 30, | Identical Assets | Inputs | Inputs | |||||||||||
| 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||
| Quoted Prices | Significant | |||||||||||||
| in Active | Other | Significant | ||||||||||||
| Markets for | Observable | Unobservable | ||||||||||||
| December 31, | Identical Assets | Inputs | Inputs | |||||||||||
| 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended September 30, 2025 and the year ended December 31, 2024:
| Balance, December 31, 2023 | $ | |||
| Establishment of derivative liability upon authorized share shortfall | ||||
| Gain on change in fair value of derivative liability | ( | ) | ||
| Settlement of derivative liability upon correction of authorized share shortfall | ( | ) | ||
| Mark to market to December 31, 2024 | ||||
| Balance, December 31, 2024 | $ | |||
| Mark to market to September 30, 2025 | ||||
| Balance, September 30, 2025 | $ |
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.
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NOTE 15 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue shares of blank check preferred stock, par value $ per share.
Series D
On March 29, 2024, the Company authorized the issuance of shares of Series D Preferred Stock, par value $ per share (the “Series D”). The Series D has a $ stated value per share. The Series D is convertible into the Company’s common stock at $ per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the Series D in cash or shares of its Common Stock.
On
March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM
agreed to exchange $
On
May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange shares of
the Company’s Series D issued by the Company to DWM, for shares of the Company’s common stock. As a result of the
transaction, the Series D stock were extinguished. The resulting gain on the transaction of $
On May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.
As of September 30, 2025, there were shares of Series D issued and outstanding.
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Series A-1
On
November 15, 2024, the Company authorized the issuance of shares of Series A-1 Preferred Stock, par value $ per share. The
Series A-1 Preferred Stock has a $ stated value per share and each share is convertible into common stock at
On
December 2, 2024, the Company issued shares of Series A-1 Preferred Stock as consideration for land and permits purchased from
DWM Properties, LLC, controlled by the Company’s Chief Executive Officer. The value of the shares of Series A-1 was calculated
on an as-converted basis at $
As of September 30, 2025, there were shares of Series A-1 Preferred Stock issued and outstanding.
Common Stock
The Company is authorized to issue shares of common stock, par value $ per share.
During
the year ended December 31, 2024, the Company issued shares of common stock pursuant to purchase agreements for cash proceeds
of $
During
the year ended December 31, 2024, the Company issued shares pursuant to the exercise of warrants for cash proceeds of $
During the year ended December 31, 2024, the Company issued shares pursuant to the cashless exercise of warrants.
During the year ended December 31, 2024, the Company issued shares as an adjustment to round-up fractional shares for the reverse-split.
During the year ended December 31, 2024, the Company issued shares for the exchange of Series D Preferred Stock.
During
the year ended December 31, 2024, the Company issued shares for the exchange and retirement of a related-party debt note in the
principal amount of $
During
the year ended December 31, 2024, the Company issued shares of common stock for the conversion of debt in the principal amount
of $
During
the year ended December 31, 2024, the Company issued with a value of $
During the nine months ended September 30, 2025, the Company issued shares of common stock for services rendered.
During
the nine months ended September 30, 2025, the Company issued
During
the nine months ended September 30, 2025, the Company issued
shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $
During
the nine months ended September 30, 2025, the Company issued shares of common stock and warrants pursuant to the stock subscription
payable of $
During the nine months ended September 30, 2025, the Company issued shares of common stock pursuant to rounding upon the effectuation of a reverse stock split.
As of September 30, 2025 and December 31, 2024 there were and shares of common stock issued and outstanding, respectively.
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Additional Paid in Capital
During
the year ended December 31, 2024, the Company credited additional paid in capital $
During
the year ended December 31, 2024, the Company credited additional paid in capital $
During
the year ended December 31, 2024, the Company credited additional paid in capital $
During
the year ended December 31, 2024, the Company credited additional paid in capital $
During
the year ended December 31, 2024, the Company credited additional paid in capital $
On
May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient
authorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected
under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional
paid in capital $
During
the nine months ended September 30, 2025, the Company credited additional paid-in capital approximately $
During
the nine months ended September 30, 2025, the Company recorded a deemed dividend of approximately $
During
the nine months ended September 30, 2025, the Company recognized $
During
the nine months ended September 30, 2025, the Company recognized $
During
the nine months ended September 30, 2025, the Company recognized $
During the nine months ended September 30, 2025, the Company recognized $ in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split.
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NOTE 16 – WARRANTS
During
the year ended December 31, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing
warrants, pursuant to which it issued
During
the year ended December 31, 2024, the Company issued
During
the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued
As a result of the Reverse Stock Split on May 31, 2024, the Company issued additional warrants to purchase shares of common stock pursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the warrant would be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also increase.
During the year ended December 31, 2024, warrants were exercised on a cashless basis for shares of common stock.
During
the three months ended March 31, 2025, the Company entered into exchange agreements with holders of
During the three months ended March 31, 2025, an additional warrants were cashlessly exercised into shares of common stock.
On
January 10, 2025, warrants were exercised into shares of common stock at an exercise price of $
On
February 10, 2025, warrants were exercised into shares of common stock at an exercise price of $
During the three months ended September 30, 2025, an additional warrants were cashlessly exercised into shares of common stock.
A summary of the warrant activity for the nine months ended September 30, 2025 is as follows:
| Weighted-Average | ||||||||||||||||
| Weighted-Average | Remaining | Aggregate | ||||||||||||||
| Shares | Exercise Price | Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | ||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Cancelled/Exchanged | ||||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
| Exercise | Warrants | Weighted Avg. | Warrants | |||||||||||
| Price | Outstanding | Remaining Life | Exercisable | |||||||||||
| $ | ||||||||||||||
The aggregate intrinsic value of outstanding stock warrants was $ based on warrants with an exercise price less than the Company’s stock price of $ as of September 30, 2025 which would have been received by the warrant holders had those holders exercised the warrants as of that date.
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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 to a total of shares. As of September 30, 2025, the Company had granted an aggregate of securities under the Plans since inception, with 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 options issued during the three or nine months ended September 30, 2025.
| Weighted-Average | ||||||||||||||||
| Weighted-Average | Remaining | Aggregate | ||||||||||||||
| Shares | Exercise Price | Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeiture/Cancelled | ( | ) | $ | |||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
| Exercise | Number of | Remaining | Number of | |||||||||||
| Price | Options | Life In Years | Options Exercisable | |||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
The aggregate intrinsic value of outstanding stock options was $, based on options with an exercise price less than the Company’s stock price of $ as of September 30, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.
The fair value of all options that vested during the nine months ended September 30, 2025 and 2024 was $ and $, respectively. Unrecognized compensation expense was $ as of September 30, 2025.
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NOTE 18 – RELATED PARTY TRANSACTIONS
Agreements with Danny Meeks and Affiliates of Danny Meeks
Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services
During the nine months ended September 30, 2025 and 2024, the Company provided $
During the nine months ended
September 30, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During the nine months ended
September 30, 2025 and 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $
During the nine months ended
September 30, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During the nine months ended
September 30, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During the nine months ended
September 30, 2025 and 2024, the Company received $
NOTE 19 – SEGMENT REPORTING
Greenwave
is organized into
We
have
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:
| Nine Months Ended September 30, 2025 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ( | ) | ||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ||||||||||||||||
| Deemed Dividends | ( | ) | ||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ||||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ||||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
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NOTE 20 – SUBSEQUENT EVENTS
Nasdaq Filing Rule Deficiencies
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 (the “Notice”) 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.
Warrant Exercises
Subsequent to September 30, 2025, two shareholders cashlessly exercised warrants into shares of common stock.
Appointment of Chelsea Pullano as Chief Financial Officer of the Company
Effective as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).
In
consideration of the Services to be performed, the Company will pay MACK $
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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 180 people as of March 6, 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.
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Sources of Unprocessed Metal
Our main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets. As of the second quarter of 2023, the Company expanded our operations by opening a metal recycling facility in Cleveland, Ohio.
Our supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal, and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
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 September 30, 2025 and 2024
| For the three months ended September 30, | ||||||||||||||||
| $ | % | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenue | $ | 12,676,052 | $ | 8,505,187 | $ | 4,170,865 | 49.04 | % | ||||||||
| Gross Profit | 3,497,850 | 3,545,279 | (47,429 | ) | (1.34 | )% | ||||||||||
| Operating Expenses | 8,416,190 | 7,981,875 | 434,315 | 5.44 | % | |||||||||||
| Loss from Operations | (4,918,340 | ) | (4,436,596 | ) | (481,744 | ) | (10.86 | )% | ||||||||
| Other Income (Expense) | (359,339 | ) | (361,070 | ) | 1,731 | (0.48 | )% | |||||||||
| Net Loss Available to Common Stockholders | $ | (5,277,679 | ) | $ | (4,797,666 | ) | $ | (480,013 | ) | (10.01 | )% | |||||
Revenues
For the three months ended September 30, 2025, we generated $12,676,052 in revenues, as compared to $8,505,187 during the same period in 2024, an increase of $3,410,765. This increase was primarily due to increases in metal and hauling revenue.
Our cost of revenues increased to $9,178,202 for the three months ended September 30, 2025 from $4,959,908 during the same period in 2024, an increase of $4,218,294, primarily due to an increase in hauling costs.
Our gross profit was $3,497,850 during the three months ended September 30, 2025, a decrease of $47,429 from $3,545,279 during the same period in 2024 primarily due to a decline in margins on the Company’s hauling and metal revenue.
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Operating Expenses
For the three months ended September 30, 2025 and 2024, our operating expenses were $8,416,190 and $7,981,875 respectively, an increase of $434,315. There was an increase in payroll and related expenses of $824,678 as payroll and related expenses were $3,098,663 for the three months ended September 30, 2025 as compared to $2,273,985 for the same period in 2024 which was the result of expanding operations. Advertising expense increased by $9,802 to $10,818 for the three months ended September 30, 2025 as compared to $1,016 for the same period in 2024 due to a refund received by the Company. Depreciation of fixed assets, along with amortization of intangible assets, increased by $232,758 to $2,158,931 for the three months ended September 30, 2025 from $1,926,173 in 2024 as a result of the Company the acquisition of additional fixed assets during the nine months ended September 30, 2025. There were hauling and equipment maintenance costs of $2,070,847 during the three months ended September 30, 2025, as compared to $1,785,388 during the same period in 2024, an increase of $285,459, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $217,238 during the three months ended September 30, 2025 from $246,034 during the same period in 2024, a decrease of $28,796 as a result of the Company having less corporate activity during the nine months ended September 30, 2025 compared to the same period in 2024. There was a decrease in rent, utilities, and property maintenance expenses as a result of the Company acquiring the equipment on certain properties, decreasing $365,822 from $671,178 during the three months ended September 30, 2024 to $305,356 during the same period in 2025. There was a stock based compensation for services of $0 during the three months ended September 30, 2025, as compared to $0 during the same period in 2024. There was stock based compensation of $0 during the three months ended September 30, 2025, as compared to $20,709 during the same period in 2024, a decrease of $20,709 primarily related to a decrease in corporate branding activities in 2025 compared to 2024.
Our other general and administrative expenses decreased to $852,769 for the three months ended September 30, 2025 from $1,057,392 for the same period in 2024, a decrease of $204,623, as a result of the Company managing its overhead more efficiently.
The change in these expenditures resulted in our total operating expenses increasing to $8,416,190 during the three months ended September 30, 2025 compared to $7,981,875 during the three months ended September 30, 2024, an increase of $434,315.
Loss from Operations
Our loss from operations increased by $481,744 to $4,918,340 during the three months ended September 30, 2025, from $4,436,596 during the three months ended September 30, 2024 for the reasons discussed above.
Other Income (Expense)
During the three months ended September 30, 2025, we generated other expenses of $(359,339), as compared to other expenses of $(361,070) for the same period in 2024, a decrease of $1,731. Interest expenses and amortization of debt discount decreased to $(326,313) during the three months ended September 30, 2025 from $(361,070) during the three months ended September 30, 2024. Loss on extinguishment of debt increased to $33,026 during the three months ended September 30, 2025, as compared to $0 during the three months ended September 30, 2024.
Deemed Dividend
During the three months ended September 30, 2025 and 2024, there were $0 in deemed dividends.
Net Loss Available to Common Stockholders
Our net loss was $5,277,679 for the three months ended September 30, 2025, as compared to $4,797,666 during the same period in 2024, an increase of $480,013, for the reasons discussed above.
For the Nine Months Ended September 30, 2025 and 2024
| For the Nine Months Ended September 30, | ||||||||||||||||
| $ | % | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenue | $ | 31,049,810 | $ | 24,891,859 | $ | 6,157,951 | 24.74 | % | ||||||||
| Gross Profit | 9,097,678 | 9,093,395 | 4,283 | 0.05 | % | |||||||||||
| Operating Expenses | 22,548,920 | 25,302,888 | (2,753,968 | ) | (10.88 | )% | ||||||||||
| Loss from Operations | (13,451,242 | ) | (16,209,493 | ) | 2,758,251 | (17.02 | )% | |||||||||
| Other Income (Expense) | (1,409,776 | ) | 10,672,636 | (12,082,412 | ) | (113.21 | )% | |||||||||
| Net Loss Available to Common Stockholders | $ | (17,860,982 | ) | $ | (82,065,693 | ) | $ | 64,204,711 | (78.24 | )% | ||||||
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Revenues
For the nine months ended September 30, 2025, we generated $31,049,810 in revenues, as compared to $24,891,859 during the same period in 2024, an increase of $6,157,951. This increase was primarily due to an increase in metal revenue and hauling revenue.
Our cost of revenues increased to $21,952,132 for the nine months ended September 30, 2025 from $15,798,464 during the same period in 2024, an increase of $6,153,668, primarily due to an increase in hauling costs.
Our gross profit was $9,097,678 during the nine months ended September 30, 2025, an increase of $4,283 from $9,093,395 during the same period in 2024 primarily due to a slight in margins on the Company’s hauling and metal revenue.
Operating Expenses
For the nine months ended September 30, 2025 and 2024, our operating expenses were $22,548,920 and $25,302,888 respectively, a decrease of $2,753,968. There was an increase in payroll and related expenses of $1,912,842 from $5,717,836 for the nine months ended September 30, 2024 as compared to $ 7,630,678 for the same period in 2025 as the Company focused on hiring key personnel for growth. Advertising expense increased by $60,972 to $64,362 for the nine months ended September 30, 2025 as compared to $3,390 for the nine months ended September 30, 2024 as the Company focused on expanding operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $1,215,922 to $6,433,142 for the nine months ended September 30, 2025 as compared to $5,217,220 for the nine months ended September 30, 2024 as a result of the Company acquiring additional fixed assets. There were hauling and equipment maintenance costs of $4,171,731 during the nine months ended September 30, 2025 as compared to $4,161,223 during the nine months ended September 30, 2024, an increase of $10,508. Consulting, accounting, and legal expenses decreased to $817,330 during the nine months ended September 30, 2025 from $2,480,179 during the same period in 2024, a decrease of $1,662,849. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $1,190,034 from $1,959,310 during the nine months ended September 30, 2024 to $769,276 during the same period in 2025. There was stock based compensation of $100,000 during the nine months ended September 30, 2025 as compared to $3,004,909 during the nine months ended September 30, 2024, a decrease of $2,904,909 primarily related to the Company’s higher number of registered direct offerings in 2024. There was no stock compensation during the nine months ended September 30, 2025, as compared to $62,375 during the same period in 2024, a decrease of $62,375.
Our other general and administrative expenses increased to $2,811,644 for the nine months ended September 30, 2025 from $2,696,446 for the same period in 2024, an increase of $115,198, as a result of the Company expanding its operations
The change in these expenditures resulted in our total operating expenses decreasing to $22,548,920 during the nine months ended September 30, 2025 compared to $25,302,888 during the nine months ended September 30, 2024, a decrease of $2,753,968.
Loss from Operations
Our loss from operations decreased by $2,758,251 to $13,451,242 during the nine months ended September 30, 2025, from $16,209,493 during the nine months ended September 30, 2024 for the reasons discussed above.
Other Income (Expense)
During the nine months ended September 30, 2025, we generated other expenses of $(1,409,776), as compared to other income of $10,672,636, for the same period in 2024, a change of $12,082,412. There was a gain on settlement of non-convertible notes and advances of $980,769 and $1,056,962 for the nine months ended September 30, 2025 and 2024, respectively. Interest expenses and amortization of debt discount decreased to $2,473,615 during the nine months ended September 30, 2025 from $5,053,210 during the nine months ended September 30, 2024. Expense for shares issued for financing decreased to $0 during the nine months ended September 30, 2025 from $52,182 during the nine months ended September 30, 2024. Loss on conversion of convertible notes decreased to $0 during the nine months ended September 30, 2025 from $(14,213,480) during the nine months ended September 30, 2024. Other income increased to $26,970 during the nine months ended September 30, 2025 from $1,351 during the nine months ended September 30, 2024. There was a gain on extinguishment of debt of $980,769 during the nine months ended September 30, 2025 as compared to loss of $(16,351,827) during the nine months ended September 30, 2024. There was a change of derivative liabilities of $0 during the nine months ended September 30, 2025 as compared to $48,314,949 during the nine months ended September 30, 2024.
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Deemed Dividend
During the nine months ended September 30, 2025, there was a deemed dividend of $2,999,964 for the reduction of exercise price of warrants, as compared to $52,574,896 during the same period in 2024, a change of $49,574,932.
During the nine months ended September 30, 2025, there was a deemed dividend of $0 for the reduction of the conversion price of a debt note, as compared to $23,953,940 during the same period in 2024, a change of $23,953,940.
Net Loss Available to Common Stockholders
Our net loss was $17,860,982 during the nine months ended September 30, 2025, as compared to $82,065,693 during the same period in 2024, a change of $64,204,711, for the reasons discussed above.
Liquidity and Capital Resources
Net cash used in operating activities for the nine months ended September 30, 2025 was $5,860,291 as compared to $14,756,026 for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, the cash flows used in operating activities were driven by a net loss of $14,861,018, amortization of right of use assets of $488,636, depreciation and amortization of $6,433,142, decrease in due to related parties of $1,318,511, increase in prepaid expenses of $7,212, stock based compensation of $100,000, interest and amortization of debt discount of $2,473,615, an increase in accounts receivable of $614,256, a gain on sale of asset of $249,243, increase in accounts payable and accrued expenses of $220,029, principal payments made on operating lease liability of $521,216, and increase in inventories of $112,372. Net cash used in operating activities for the nine months ended September 30, 2025 was $5,860,291 as compared to net cash used in operating activities of $14,756,026 for the nine months ended September 30, 2024. For the nine months ended September 30, 2024, net cash used in operating activities was driven by a net loss of $5,536,857, depreciation and amortization of $5,217,220, amortization of right of use assets (related-party) of $76,874, amortization of right of use assets of $162,057, loss on conversion of debt of $14,213,480, stock based compensation of $62,375, equity issued for warrant inducement of $3,029,927, loss on extinguishment of debt of $16,351,827, warrants issued for financing of $3,004,909, payment of due to related parties of $2,070,402, increase of prepaid expenses of $293,136, a decrease of accounts payable and accrued expenses of $929,322, change in fair value of derivative liabilities of $48,314,949, a decrease in operating lease liabilities of $194,162, a gain on the settlement of non-convertible notes payable and advances of $1,056,962, interest and amortization of debt discount of $5,053,210, an increase in accounts receivable of $1,384,461, and an increase in inventories of $1,944,850, accrued payroll and related expenses of $202,804.
Net cash used in investing activities was $1,070,317 and $10,302,216 for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, there was cash used in the purchase of equipment of $1,520,748 and cash received for the disposal of assets of $450,341. For the nine months ended September 30, 2024, there was cash used in the purchase of equipment of $10,302,216.
Net cash provided by financing activities was $5,804,511 during the nine months ended September 30, 2025, as compared to $38,711,738 during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, there were proceeds from sales of common stock and warrants of $10,478,606, bank overdrafts of $(79,577), repayment of non-convertible notes of $2,294,518, and repayment of convertible notes of $2,300,000. During the nine months ended September 30, 2024, the Company received $2,843,950 from the issuance of factoring advances, $40,369,116 from the sale of common stock with warrants, $2,834,632 from warrant exercises, and $247,842 from bank overdrafts, while utilizing $2,548,331 in the repayment of non-convertible notes, $3,538,388 for the repayment of factoring advances, and $1,497,083 for the repayment of convertible notes.
Capital Resources
As of September 30, 2025, we had cash on hand of $1,450,367. 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.
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Required Capital over the Next Fiscal Year
As of September 30, 2025, the Company had cash of $1,450,367 and a working capital deficit (current liabilities in excess of current assets) of $(13,715,081). The accumulated deficit as of September 30, 2025 was $(514,174,816). For the nine months ended September 30, 2025, the Company had a loss from operations of $13,451,242 and cash used in operating activities of $5,860,291. 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 SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).
In consideration of the Services to be performed, the Company will pay MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice.
Nasdaq Filing Rule Deficiencies
On May 23, 2025, the Company received a staff determination letter from the Listing Qualifications Staff 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.
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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.
Resolution of Minimum Bid Price Deficiency
As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company had 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company was eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As a result, listing matter was closed.
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. Management has implemented remediation steps to address the material weaknesses and to improve our internal controls. We are now in the process of enhancing the design of certain internal control procedures and implementing new internal controls over, among other items, improving and ensuring continual uninterrupted internal access to financial and accounting records of the Company necessary to timely file its required reports with the SEC. These controls are planned to be tested for design and operating effectiveness in future periods.
While the Company has implemented remediation steps, the material weaknesses cannot be considered fully remediated until the improved controls have been in place and operate for a sufficient period of time. However, our management, including our Chief Executive Officer and Interim Chief Financial Officer, concluded that, notwithstanding the identified material weaknesses in our internal controls over financial reporting, the financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Changes in Internal Control over Financial Reporting
Other than as discussed above, 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 September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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, 2024 as filed with the SEC on April 15, 2025.
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 September 30, 2025, no director or officer of the
Company
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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.
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| 42 |
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| * | 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. |
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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: March 6, 2026 | By: | /s/ Danny Meeks |
| Danny Meeks, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: March 6, 2026 | By: | /s/ Chelsea Pullano |
| Chelsea Pullano, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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