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Greenwave Technology Solutions Inc

For the period ended Sep 30, 2024. Filed Nov 15, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 15, 2024

GWAV$1.96-4.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-19.

0001493152-24-032898

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-15.

0001493152-24-046276

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 74 previous paragraphs and 81 current paragraphs.

39 unchanged; 31 reworded; 9 added; 4 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Rental incomes increased $2,440 from $35,660 to $38,100, metal revenues fell $317,862 from $5,495,255 to $5,177,393, and hauling revenues grew $638,661 from $2,651,033 to $3,289,694, during the three months ended September 30, 2024 as compared to the same period in 2023.

Current report

Our loss from operations decreased by $9,048,961 to $4,436,596 during the three months ended September 30, 2024, from $13,485,557 during the three months ended September 30, 2023 for the reasons discussed above.

Current report

Our loss from operations decreased by $1,301,517 to $16,209,493 during the nine months ended September 30, 2024, from $17,511,010 during the nine months ended September 30, 2023 for the reasons discussed above.

Current report

Notice of Failure to Satisfy a Continued Listing Rule or Standard

Current report

On September 13, 2024, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

Current report

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 12, 2025, to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before March 12, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.

Current report

The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by March 12, 2025.

Current report

If the Company does not regain compliance with Rule 5550(a)(2) by March 12, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
Removed paragraphs (4)

Previous report

Our loss from operations increased by $6,870,895 to $8,961,172 during the three months ended June 30, 2023, from $2,090,277 during the three months ended June 30, 2023 for the reasons discussed above.

Previous report

Rental incomes decreased $9,380 from $84,380 to $75,000, metal revenues fell $2,627,359 from $14,235,643 to $11,608,284, hauling revenues grew $591,113 from $4,112,163 to $4,703,276, and miscellaneous revenue fell $27,398 from $27,510 to $112, during the six months ended June 30, 2024 as compared to the same period in 2023.

Previous report

Our loss from operations increased by $7,747,444 to $11,772,897 during the six months ended June 30, 2023, from $4,025,453 during the six months ended June 30, 2023 for the reasons discussed above.
Reworded paragraphs (31)

Previous wording

We were formed in 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.

Current wording

We were formed in 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 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.

Previous wording

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 third 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.

Current wording

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 fourth 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.

Previous wording

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 aluminium), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and aluminium).

Current wording

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).

Previous wording

Empire is headquartered in Chesapeake, Virginia and employs 144 people as of August 6, 2024.

Current wording

Empire is headquartered in Chesapeake, Virginia and employs 167 people as of November 8, 2024.

Previous wording

We also process nonferrous metals such as aluminium, 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.

Current wording

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.

Previous wording

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. In the second quarter of 2023, we are expanding our operations by opening a metal recycling facility in Cleveland, Ohio.

Current wording

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. In the second quarter of 2023, we expanded our operations by opening a metal recycling facility in Cleveland, Ohio.

Previous wording

For the three months ended June 30, 2024, we generated $7,881,895 in revenues, as compared to $9,416,274 during the same period in 2023, a decrease of $1,534,379. This decrease was primarily due to declines in metal and hauling revenue.

Current wording

For the three months ended September 30, 2024, we generated $8,505,187 in revenues, as compared to $8,181,948 during the same period in 2023, an increase of $323,239. This increase was primarily due to growth in hauling revenue.

Previous wording

Our cost of revenues decreased to $5,598,040 for the three months ended June 30, 2024 from $6,117,420 during the same period in 2023, a decrease of $519,380, primarily due to an increase in hauling costs.

Current wording

Our cost of revenues decreased to $4,959,908 for the three months ended September 30, 2024 from $5,251,001 during the same period in 2023, a decrease of $291,093, primarily due to a decline in the cost of metal revenues.

Previous wording

Our gross profit was $5,548,116 during the six months ended June 30, 2024, a decrease of $2,477,349 from $8,025,465 during the same period in 2023 primarily due to a decline in margins on the Company’s hauling and metal revenue.

Current wording

Our gross profit was $3,545,279 during the three months ended September 30, 2024, an increase of $614,322 from $2,930,947 during the same period in 2023 primarily due to growth in hauling revenue and lower costs of metal revenues.

Previous wording

For the three months ended June 30, 2024 and 2023, our operating expenses were $11,245,027 and $5,389,131 respectively, an increase of $5,855,896. There was an increase in payroll and related expenses of $208,544 as payroll and related expenses were $1,705,823 for the three months ended June 30, 2024 as compared to $1,497,279 for the same period in 2023 which was the result of expanding operations. Advertising expense decreased by $10,329 to $0 for the three months ended June 30, 2024 as compared to $ 10,329 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $301,504 to $1,652,232 for the three months ended June 30, 2024 from $1,350,728 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $1,774,273 during the three months ended June 30, 2024, as compared to $569,416 in 2023, an increase of $1,204,857, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $1,621,874 during the three months ended June 30, 2024 from $202,174 during the same period in 2023, an increase of $1,419,700 as a result of the Company having significant corporate activity in 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $189,258 from $1,033,518 during the three months ended June 30, 2023 to $844,260 during the same period in 2024. There was a stock based compensation of $2,716,008 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $2,716,008 primarily related to the Company’s warrant exchange. There was stock compensation of $20,833 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $20,833 primarily related to corporate branding.

Current wording

For the three months ended September 30, 2024 and 2023, our operating expenses were $7,981,875 and $16,416,504 respectively, a decrease of $8,434,629. There was an increase in payroll and related expenses of $800,854 as payroll and related expenses were $2,273,985 for the three months ended September 30, 2024 as compared to $1,473,131 for the same period in 2023 which was the result of expanding operations. Advertising expense decreased by $393,984 to $1,016 for the three months ended September 30, 2024 as compared to $395,000 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $363,952 to $1,926,173 for the three months ended September 30, 2024 from $1,562,221 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $1,785,388 during the three months ended September 30, 2024, as compared to $604,032 in 2023, an increase of $1,181,356, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $246,034 during the three months ended September 30, 2024 from $939,345 during the same period in 2023, a decrease of $693,311 as a result of the Company not having significant corporate activity in the third quarter of 2024. There was an increase in rent expenses as a result of the Company entering into new leases in 2024, increasing $27,628 from $643,550 during the three months ended September 30, 2023 to $671,178 during the same period in 2024. There was a Stock based compensation for services expense of $0 during the three months ended September 30, 2024, as compared to $171,240 during the same period in 2023, a decrease of $171,240 primarily related to the Company’s registered direct offerings. There was stock based compensation of $20,709 during the three months ended September 30, 2024, as compared to $0 during the same period in 2023, an increase of $20,709 primarily related to the Company’s corporate branding. There was loss on asset of $9,850,850 during the three months ended September 30, 2023 as compared to $0 during the same period in 2024 reflecting the difference between the fair market value and cost basis of equipment, a decrease of $9,850,850.

Previous wording

Our other general and administrative expenses increased to $909,724 for the three months ended June 30, 2024 from $725,687 for the same period in 2023, an increase of $184,037, as a result of the Company better managing its overhead.

Current wording

Our other general and administrative expenses increased to $1,057,392 for the three months ended September 30, 2024 from $777,135 for the same period in 2023, an increase of $280,257, as a result of the Company expanding operations.

Previous wording

The change in these expenditures resulted in our total operating expenses increasing to $11,245,027 during the three months ended June 30, 2024 compared to $5,389,131 during the three months ended June 30, 2023, an increase of $5,855,896.

Current wording

The change in these expenditures resulted in our total operating expenses declining to $7,981,875 during the three months ended September 30, 2024 compared to $16,416,504 during the three months ended September 30, 2023, a decrease of $8,434,629.

Previous wording

During the three months ended June 30, 2024, we generated other income of $16,284,495, as compared to other losses of $(174,785) for the same period in 2023, an increase of $16,459,280. There was a gain on settlement of non-convertible notes and advances of $1,056,962 and $0 for the three months ended June 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount increased to $(2,497,911) during the three months ended June 30, 2024 from $(891,849) during the three months ended June 30, 2023. Loss on conversion of convertible notes increased to $14,237,678 during the three months ended June 30, 2024 from $0 during the three months ended June 30, 2023. There was a gain on tax credit of $0 during the three months ended June 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $16,351,827 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023. There was change of derivative liabilities of $48,314,949 during the three months ended June 30, 2024, as compared to $0 during the same period in 2023.

Current wording

During the three months ended September 30, 2024, we generated other losses of $(361,070) as compared to $(3,006,463) for the same period in 2023, an increase of $2,645,393. There was a gain on settlement of non-convertible notes and advances of $0 and $557,535 for the three months ended September 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount increased to $(361,070) during the three months ended September 30, 2024 from $(3,672,861) during the three months ended September 30, 2023. There was a gain on termination of leases of $108,863 during the three months ended September 30, 2023, as compared to none during the same period in 2024.

Previous wording

During the three months ended June 30, 2024, there was a deemed dividend of $51,130,572 for the reduction of exercise price of warrants, as compared to $0 during the same period in 2023, a change of $51,130,572.

Current wording

During the three months ended September 30, 2024, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $1,638,952 during the same period in 2023, a change of $1,638,952.

Previous wording

During the six months ended June 30, 2024, there was a deemed dividend of $23,953,940 for the reduction of the conversion price of a debt note, as compared to $0 during the same period in 2023, a change of $23,953,940.

Current wording

During the three months ended September 30, 2024, there was a deemed dividend of $0 for the reduction of the conversion price of convertible notes, as compared to $5,022,200 during the same period in 2023, a change of $5,022,200.

Previous wording

Our net loss was $43,807,249 during the three months ended June 30, 2024 as compared to $2,265,062 during the same period in 2023, a change of $41,542,187, for the reasons discussed above.

Current wording

Our net loss was $4,797,666 during the three months ended September 30, 2024 as compared to $23,153,172 during the same period in 2023, a change of $18,355,506, for the reasons discussed above.

Previous wording

For the six months ended June 30, 2024, we generated $16,386,672 in revenues, as compared to $18,459,696 during the same period in 2023, a decrease of $2,073,024. This decrease was primarily due to a decline in metal revenue.

Current wording

For the nine months ended September 30, 2024, we generated $24,891,859 in revenues, as compared to $26,641,644 during the same period in 2023, a decrease of $1,749,785. This decrease was primarily due to a decline in metal revenue as the Company accumulated inventories in 2024.

Previous wording

Rental incomes increased $2,910 from $41,590 to $44,500, metal revenues fell $1,736,719 from $7,124,618 to $5,387,899, hauling revenues grew $210,200 from $2,239,184 to $2,449,384, and miscellaneous revenue fell $10,770 from $10,882 to $112, during the three months ended June 30, 2024 as compared to the same period in 2023.

Current wording

Rental incomes decreased $6,940 from $120,040 to $113,100, metal revenues fell $2,945,221 from $19,730,898 to $16,785,677, hauling revenues increased $1,229,786 from $6,763,184 to $7,992,970, and miscellaneous revenue fell $27,410 from $27,522 to $112, during the nine months ended September 30, 2024 as compared to the same period in 2023.

Previous wording

Our cost of revenues increased to $404,325 for the six months ended June 30, 2024 from $10,434,231 during the same period in 2023, an increase of $10,838,556, primarily due to an increase in hauling costs.

Current wording

Our cost of revenues increased to $15,798,464 for the nine months ended September 30, 2024 from $15,685,232 during the same period in 2023, an increase of $113,232, primarily due to an increase in hauling costs.

Previous wording

Our gross profit was $2,283,855 during the three months ended June 30, 2024, a decrease of $1,014,999 from $3,298,854 during the same period in 2023 primarily due to a decline in margins on the Company’s hauling and metal revenue.

Current wording

Our gross profit was $9,093,395 during the nine months ended September 30, 2024, a decrease of $1,863,017 from $10,956,412 during the same period in 2023 primarily due to a decline in margins on the Company’s hauling revenue and an overall decrease in metal revenues.

Previous wording

For the six months ended June 30, 2024 and 2023, our operating expenses were $17,321,013 and $12,050,918 respectively, an increase of $5,270,095. There was a decline in payroll and related expenses of $4,687 as payroll and related expenses were $3,443,851 for the six months ended June 30, 2024 as compared to $3,448,538 for the same period in 2023 which was the result of a reducing in overtime. Advertising expense decreased by $13,477 to $2,374 for the six months ended June 30, 2024 as compared to $15,851 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $671,466 to $3,291,047 for the six months ended June 30, 2024 from $ 2,619,581 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $2,375,835 during the six months ended June 30, 2024, as compared to $1,820,133 in 2023, an increase of $555,702, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $2,234,145 during the six months ended June 30, 2024 from $475,247 during the same period in 2023, an increase of $1,758,898 as a result of the Company having significant corporate activity in 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $769,095 from $2,057,227 during the six months ended June 30, 2023 to $1,288,132 during the same period in 2024. There was stock based compensation of $3,004,909 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $3,004,909 primarily related to the Company’s registered direct offerings. There was stock compensation of $41,666 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023, an increase of $41,666 primarily related to corporate branding.

Current wording

For the nine months ended September 30, 2024 and 2023, our operating expenses were $25,302,888 and $28,467,422 respectively, a decrease of $3,164,534. There was an increase in payroll and related expenses of $796,167 as payroll and related expenses were $5,717,836 for the nine months ended September 30, 2024 as compared to $4,921,669 for the same period in 2023 which was the result of the Company expanding its workforce. Advertising expense decreased by $407,461 to $3,390 for the nine months ended September 30, 2024 as compared to $410,851 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $1,035,418 to $5,217,220 for the nine months ended September 30, 2024 from $4,181,802 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $4,161,223 during the nine months ended September 30, 2024, as compared to $2,424,165 in 2023, an increase of $1,737,058, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $2,480,179 during the nine months ended September 30, 2024 from $1,414,592 during the same period in 2023, an increase of $1,065,587 as a result of the Company having significant corporate activity in the first half of 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $741,467 from $2,700,777 during the nine months ended September 30, 2023 to $1,959,310 during the same period in 2024. There was stock based compensation of $62,375 during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023, an increase of $62,375 primarily related to the Company’s corporate branding. There was a common stock issued for services expense of $3,004,909 during the nine months ended September 30, 2024, as compared to $171,240 during the same period in 2023, an increase of $2,833,669 primarily related to the Company’s registered direct offerings. There was loss on asset of $9,850,850 during the nine months ended September 30, 2023 as compared to $0 during the same period in 2024 reflecting the difference between the fair market value and cost basis of equipment, a decrease of $9,850,850.

Previous wording

Our other general and administrative expenses increased to $1,639,054 for the six months ended June 30, 2024 from $1,614,341 for the same period in 2023, an increase of $24,713, as a result of the Company expanding its operations

Current wording

Our other general and administrative expenses increased to $2,696,446 for the nine months ended September 30, 2024 from $2,391,476 for the same period in 2023, an increase of $304,970, as a result of the Company expanding its operations

Previous wording

The change in these expenditures resulted in our total operating expenses increasing to $17,321,013 during the three months ended June 30, 2024 compared to $12,050,918 during the six months ended June 30, 2023, an increase of $5,270,095.

Current wording

The change in these expenditures resulted in our total operating expenses decreasing to $25,302,888 during the nine months ended September 30, 2024 compared to $28,467,422 during the nine months ended September 30, 2023, a decline of $3,164,534.

Previous wording

During the six months ended June 30, 2024, we generated other income of $11,033,706, as compared to other losses of $(2,265,284) for the same period in 2023, a change of $13,298,990. There was a gain on settlement of non-convertible notes and advances of $1,056,962 and $75,005 for the six months ended June 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount increased to $(4,692,140) during the six months ended June 30, 2024 from $(3,057,353) during the six months ended June 30, 2023. Expense for warrants issued for financing increased to $(3,082,109) during the six months ended June 30, 2024 from $0 during the six months ended June 30, 2023. Loss on conversion of convertible notes increased to $(14,213,480) during the six months ended June 30, 2024 from $0 during the six months ended June 30, 2023. Other income increased to $1,351 during the six months ended June 30, 2024 from $0 during the six months ended June 30, 2023. There was a gain on tax credit of $0 during the six months ended June 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $16,351,827 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023. There was change of derivative liabilities of $48,314,949 during the six months ended June 30, 2024, as compared to $0 during the same period in 2023.

Current wording

During the nine months ended September 30, 2024, we generated other income of $10,672,636, as compared to other losses of $(5,271,747) for the same period in 2023, a change of $15,944,383. There was a gain on settlement of non-convertible notes and advances of $1,056,962 and $632,540 for the nine months ended September 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount decreased to $(5,053,210) during the nine months ended September 30, 2024 from $(6,730,214) during the nine months ended September 30, 2023. Shares issued for financing of $(52,182), Equity issued for warrant inducement of $(3,029,927) during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. Loss on conversion of convertible notes increased to $(14,213,480) during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. Other income increased to $1,351 during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. There was a gain on tax credit of $0 during the nine months ended September 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $(16,351,827) during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023. There was change of derivative liabilities of $48,314,949 during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023. There was a gain on termination of leases of $108,863 during the nine months ended September 30, 2023, as compared to none during the same period in 2024.

Previous wording

During the six months ended June 30, 2024, there was a deemed dividend of $52,574,896 for the reduction of exercise price of warrants, as compared to $0 during the same period in 2023, a change of $52,574,896.

Current wording

During the nine months ended September 30, 2024, there was a deemed dividend of $52,574,896 for the reduction of exercise price of warrants, as compared to $1,638,952 during the same period in 2023, a change of $50,935,944 .

Previous wording

Our net loss was $77,268,027 during the six months ended June 30, 2024 as compared to $6,290,737 during the same period in 2023, a change of $70,977,290, for the reasons discussed above.

Current wording

Our net loss was $82,065,693 during the nine months ended September 30, 2024 as compared to $29,443,909 during the same period in 2023, a change of $52,621,784, for the reasons discussed above.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2024 was $14,084,802 as compared to cash generated by operating activities of $1,053,796 for the six months ended June 30, 2023. For the six months ended June 30, 2024, net cash used in operating activities was driven by a net loss of $739,191, depreciation and amortization of $3,291,047, amortization of right of use assets (related-party) of $49,960, amortization of right of use assets of $104,935, loss on conversion of debt of $14,213,480, stock based compensation of $41,666, 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 $5,652,583, increase of prepaid expenses of $499,079, an increase of accounts payable and accrued expenses of $1,143,496, change infair value of derivative liabilities of $48,314,949, a decrease in operating lease liabilities of $129,118, a gain on the settlement ofnon-convertible notes payable and advances of $1,056,962, interest and amortization of debt discount of $4,692,140, an increase in accounts receivable of $301,210, and an increase in inventories of $922,974, accrued payroll and related expenses of $105,131. For the six months ended June 30, 2023, the cash flows generated by operating activities were driven by a net loss of $6,290,737, amortization of right of use assets (related-party) of $1,140,331, amortization of right of use assets of $184,757, depreciation and amortization of $2,619,581, due to related parties of $1,608,189, increase of prepaid expenses of $596,646, an increase of accounts payable and accrued expenses of $503,252, a decrease in operating lease liabilities of $40,425, a decrease in operating lease liabilities (related-party) of $1,269,496, a gain on the settlement of non-convertible notes and accrued interest of $75,005, interest and amortization of debt discount of $3,057,053, a increase in accounts receivable of $11,301, decrease in inventories of $70,037, increase in security deposit of $25,000 and accrued payroll and related expenses of $179,206.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $14,756,026 as compared to $2,587,000 for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, the cash flows used in operating activities were driven by a net loss of $5,536,857, amortization of right of use assets, net -related party of $76,874, amortization of right of use assets of $162,057, depreciation and amortization of $5,217,220, Decrease in due to related parties of $2,070,402, decrease of prepaid expenses of $293,136, decrease of accounts payable and accrued expenses of $929,322, payment of operating lease liabilities – related party of $83,430, payment of operating lease liabilities of $110,732 Stock based compensation for services of $3,004,909, change in derivative liabilities of $48,314,949, loss on the extinguishment of debt of $16,351,827, equity issued for warrant inducement of $3,029,927, stock based compensation of $62,375, loss on the conversion of debt of $14,213,480, a gain on the settlement of non-convertible notes 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, increase in inventories of $1,944,850, and a decrease in accrued payroll and related expenses of $202,804. For the nine months ended September 30, 2023, the cash flows used in operating activities were driven by a net loss of $22,782,757, amortization of right of use assets, net -related party of $1,404,791, amortization of right of use assets of $184,757, loss on asset of $9,850,850, depreciation and amortization of $4,181,802, accrual of due to related parties of $1,018,349, increase of prepaid expenses of $388,972, a decrease of accounts payable and accrued expenses of $607,901, a decrease in operating lease liabilities of $1,572,248, a gain on the settlement of non-convertible notes and advances of $632,540, interest and amortization of debt discount of $6,730,214, an increase in accounts receivable of $277,871, increase in inventories of $42,945, increase in security deposit of $25,000, a gain on termination of operating lease liability of $108,863, Stock based compensation for services of $171,240 and accrued payroll and related expenses of $224,204.

Previous wording

Net cash used in investing activities was $2,560,135 and $826,422 for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, there was cash used in the purchase of equipment of $2,560,135. For the six months ended June 30, 2023, there was cash used in the purchase of equipment of $826,422.

Current wording

Net cash used in investing activities was $10,302,216 and $1,577,768 for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, there was cash used in the purchase of equipment of $6,720,035 and the purchase of equipment – related party of $3,582,181. For the nine months ended September 30, 2023, there was cash used in the purchase of equipment – related party of $1,660,537 and cash received for advance of asset of $82,769.

Previous wording

Net cash provided by financing activities was $39,401,892 during the six months ended June 30, 2024, as compared to cash used in financing activities of $854,564 during the six months ended June 30, 2023. During the six months ended June 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 $235,584 from bank overdrafts, while utilizing $1,845,919 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. During the six months ended June 30, 2023, the Company received $3,746,109 from the issuance of factoring advances and $1,000,000 from the issuance of non-convertible notes, while utilizing $1,301,846 in the repayment of non-convertible notes, utilizing $4,298,827 for the repayment of factoring advances And bank overdrafts of $180,337.

Current wording

Net cash provided by financing activities was $38,711,738 during the nine months ended September 30, 2024, as compared to cash used in financing activities of $4,792,304 during the nine months ended September 30, 2023. 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. During the nine months ended September 30, 2023, the Company received $3,746,109 from the issuance of factoring advances, $1,000,000 from the issuance of non-convertible notes, $13,118,750 from the sale of convertible notes, $825,000 from bridge financing, $205,719 from bank overdrafts, $2,841,181 from the sale of common stock, and $8,240 from the cash exercise of warrants, while utilizing $4,381,809 in the repayment of non-convertible notes and utilizing $12,570,886 for the repayment of factoring advances.

Previous wording

As of June 30, 2024, we had cash on hand of $24,303,114. 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.

Current wording

As of September 30, 2024, we had cash on hand of $15,199,655. 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.

Previous wording

As of June 30, 2024, the Company had cash of $24,303,114 and working capital (current assets in excess of current liabilities) of $14,126,157. The accumulated deficit as of June 30, 2024 was $(473,134,184). 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.

Current wording

As of September 30, 2024, the Company had cash of $15,199,655 and working capital (current assets in excess of current liabilities) of $6,766,724. The accumulated deficit as of September 30, 2024 was $(477,931,850). 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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the nine months ended September 30, 2024, there was a deemed dividend of $23,953,940 for the reduction of the conversion price of convertible notes, as compared to $5,022,200 during the same period in 2023, a change of $18,931,740.

Current report — wording carried from elsewhere

Special Meeting of Stockholders on July 19, 2024