Greenwave Technology Solutions, Inc.

Previous wording

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.

Current wording

One of our main goals 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.

Previous wording

Empire is headquartered in Chesapeake, Virginia and employs 150 people as of November 19, 2025.

Current wording

Empire is headquartered in Chesapeake, Virginia and employs 192 people as of February 3, 2026.

Previous wording

For the three months ended March 31, 2025, we generated $7,333,710 in revenues, as compared to $8,504,777 during the same period in 2024, a decrease of $1,171,067. This decrease was primarily due to a decline in metal revenue.

Current wording

For the three months ended June 30, 2025, we generated $10,996,282 in revenues, as compared to $7,881,895 during the same period in 2024, an increase of $3,114,387. This increase was primarily due to growth in metal and hauling revenue.

Previous wording

The change in these expenditures resulted in our total operating expenses increasing to $7,368,170 during the three months ended March 31, 2025 compared to $6,075,985 during the three months ended March 31, 2024, an increase of $1,292,185.

Current wording

The change in these expenditures resulted in our total operating expenses decreasing to $6,764,560 during the three months ended June 30, 2025 compared to $11,245,027 during the three months ended June 30, 2024, a decrease of $4,480,467.

Previous wording

During the three months ended March 31, 2025, our other expenses were $(784,232), as compared to $(5,250,790) for the same period in 2024, a decrease of $4,466,558. There was $0 in gain on settlement of non-convertible notes during the three months ended March 31, 2025, as compared to $24,198. Interest expenses and amortization of debt discount decreased to $(810,853) during the three months ended March 31, 2025 from $(2,194,229) during the three months ended March 31, 2024. Expense for warrants issued for financing decreased to $0 during the three months ended March 31, 2025 from $3,029,927 during the three months ended March 31, 2024. Gain on conversion of convertible notes decreased to $0 from $24,198 during the three months ended March 31, 2024. Other income increased to $26,621 during the three months ended March 31, 2025 from $1,351 during the three months ended March 31, 2024.

Current wording

During the three months ended June 30, 2025, we generated other expenses of $(266,204), as compared to other income of $16,284,495 for the same period in 2024, a decrease of $16,550,699. There was a gain on settlement of non-convertible notes and advances of $1,013,796 and $1,056,962 for the three months ended June 30, 2025 and 2024, respectively. Interest expenses and amortization of debt discount decreased to $(1,336,449) during the three months ended June 30, 2025 from $(2,497,911) during the three months ended June 30, 2024. Loss on conversion of convertible notes decreased to $0 during the three months ended June 30, 2024, as compared to $(14,237,678) during the three months ended June 30, 2024. Loss on extinguishment of debt decreased to $0 during the three months ended June 30, 2025 from $(16,351,827) during the three months ended June 30, 2024. Other income – related party increased from $0 in the three months ended June 30, 2024 to $56,100 in 2025. Change in fair value of derivative liabilities was $0 for the three months ended June 30, 2025 as compared to $48,314,949 for the three months ended June 30, 2024.

Previous wording

During the three months ended March 31, 2025, there was a deemed dividend of $2,999,964 for the reduction of exercise price of warrants, as compared to $1,444,324 during the same period in 2024, a change of $1,555,640.

Current wording

During the three months ended June 30, 2025, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $51,130,572 during the same period in 2024, a change of $51,130,572, which was related to the reduction of the exercise price of certain warrants during the three months ended June 30, 2024 which did not occur during the same period in 2025.

Previous wording

Our net loss was $7,665,703 during the three months ended March 31, 2025 as compared to $33,460,778 during the same period in 2024, a reduction of $25,795,075, for the reasons discussed above.

Current wording

Our net loss was $4,917,599 for the three months ended June 30, 2025, as compared to $43,807,249 during the same period in 2024, a change of $38,889,650, for the reasons discussed above.

Previous wording

Our cost of revenues decreased to $3,847,047 for the three months ended March 31, 2025 from $5,240,516 during the same period in 2024, a decrease of $1,393,469, primarily due to a decrease in hauling costs.

Current wording

Our cost of revenues increased to $12,730,164 for the six months ended June 30, 2025 from $10,838,556 during the same period in 2024, an increase of $1,891,608, primarily due to an increase in hauling costs.

Previous wording

Our gross profit was $3,486,663 during the three months ended March 31, 2025, an increase of $222,402 from $3,264,261 during the same period in 2024 primarily due to an increase in margins on the Company’s hauling and metal revenue.

Current wording

Our gross profit was $5,599,828 during the six months ended June 30, 2025, an increase of $51,712 from $5,548,116 during the same period in 2024 primarily due to an increase in margins on the Company’s hauling and metal revenue.

Previous wording

For the three months ended March 31, 2025 and 2024, our operating expenses were $7,368,170 and $6,075,985 respectively, an increase of $1,292,185. There was an increase in payroll and related expenses of $236,457 as payroll and related expenses were $1,974,485 for the three months ended March 31, 2025 as compared to $1,738,028 for the same period in 2024. Advertising expense increased by $51,025 to $53,399 for the three months ended March 31, 2025 as compared to $2,374 for the same period in 2024. Depreciation of fixed assets, along with amortization of intangible assets, increased by $480,428 to $2,119,243 for the three months ended March 31, 2025 from $1,638,815 in 2024 as a result of the Company acquiring more fixed assets during fiscal year 2024 and first quarter 2025. There were hauling and equipment maintenance costs of $1,273,857 during the three months ended March 31, 2025, as compared to $601,562 in 2024, an increase of $672,295. Consulting, accounting, and legal expenses decreased to $523,563 during the three months ended March 31, 2025 from $612,271 during the same period in 2024, a decrease of $88,708 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 $227,183 from $443,872 during the three months ended March 31, 2024 to $261,689 during the same period in 2025. There was $100,000 in equity issued for services expense and stock compensation during the three months ended March 31, 2025, as compared to $288,900 and $20,833 respectively during the same period in 2024.

Current wording

For the six months ended June 30, 2025 and 2024, our operating expenses were $14,132,730 and $17,321,013 respectively, a decrease of $3,188,283. There was an increase in payroll and related expenses of $1,088,164 from $3,443,851 for the six months ended June 30, 2024 as compared to $4,532,015 for the same period in 2025 as the Company focused on hiring key personnel for growth. Advertising expense increased by $51,025 to $53,399 for the six months ended June 30, 2025 as compared to $2,374 for the six months ended June 30, 2024 as the Company focused on expanding operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $983,165 to $4,274,212 for the six months ended June 30, 2025 as compared to $3,291,047 for the six months ended June 30, 2024 as a result of the Company acquiring additional fixed assets. There were hauling and equipment maintenance costs of $2,100,884 during the six months ended June 30, 2025 as compared to $2,375,835 during the six months ended June 30, 2024, a decrease of $274,951. Consulting, accounting, and legal expenses decreased to $600,092 during the six months ended June 30, 2025 from $2,234,145 during the same period in 2024, a decrease of $1,634,053 due to a decrease in corporate transactional activity in during 2025 when compared to 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $824,212 from $1,288,132 during the six months ended June 30, 2024 to $463,920 during the same period in 2025. There was stock based compensation for services of $100,000 during the six months ended June 30, 2025 as compared to $3,004,909 during the six months ended June 30, 2024, a decrease of $2,904,909 primarily related to the Company’s registered direct offerings conducted in 2024. There was no stock compensation during the six months ended June 30, 2025, as compared to $41,666 during the same period in 2024, a decrease of $41,666. Loss on Asset for the six months ended June 30, 2025 was $49,188, as compared to $0 for the six months ended June 30, 2024.

Previous wording

Our other general and administrative expenses increased to $1,246,469 for the three months ended March 31, 2025 from $729,330 for the same period in 2024, an increase of $517,139 as a result of the Company’s growth initiatives.

Current wording

Our other general and administrative expenses increased to $1,959,020 for the six months ended June 30, 2025 from $1,639,054 for the same period in 2024, an increase of $319,966, as a result of the Company expanding its operations.

Previous wording

During the three months ended March 31, 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.

Current wording

During the six months ended June 30, 2025, there was a deemed dividend of $0, as compared to $23,953,940 during the same period in 2024 for the reduction of the conversion price of a debt note, a decrease of $23,953,940.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $4,161,414 as compared to $3,460,823 for the three months ended March 31, 2024. For the three months ended March 31, 2025, the cash flows used in operating activities were driven by a net loss of $4,665,739, amortization of right of use assets of $80,004, depreciation and amortization of $2,119,243, increase in due to related parties of $256,840, decrease in prepaid expenses of $633,136, a decrease of accounts payable and accrued expenses of $705,606, a decrease in operating lease liabilities of $61,764, stock based compensation of $100,000, interest and amortization of debt discount of $810,853, an increase in accounts receivable of $1,023,478, and increases in inventories of $1,665,367. For the three months ended March 31, 2024, the cash flows used in operating activities were driven by a net loss of $8,062,514, amortization of right of use assets (related-party) of $24,980, amortization of right of use assets of $48,935, depreciation and amortization of $1,638,815, decrease of due to related parties of $903,462, decrease of prepaid expenses of $113,261, a decrease of accounts payable and accrued expenses of $1,649,694, a decrease in operating lease liabilities of $25,385, a decrease in operating lease liabilities (related-party) of $39,791, stock based compensation of $309,773, equity issued for warrant inducement of $3,029,927, interest and amortization of debt discount of $2,194,229, gain on the conversion of notes of $24,198, an increase in accounts receivable of $296,832, shares issued for financing of $52,183, and increases in inventories of $199,791.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $(2,929,827) as compared to $14,084,802 for the six months ended June 30, 2024. For the six months ended June 30, 2025, the cash flows used in operating activities were driven by a net loss of $9,583,338, amortization of right of use assets of $430,545, depreciation and amortization of $4,274,212, increase in due to related parties of $566,874, an increase in prepaid expenses of $411,312, stock based compensation of $100,000, interest and amortization of debt discount of $2,147,302, an increase in accounts receivable of $959,813, a gain on conversion of debt of $1,013,796, a loss on disposal of fixed assets of $49,188, an increase in accrued payroll and related expenses of $472,405, a decrease in accounts payable and accrued expenses of $267,563, a decrease in principal payments made on operating lease liability of $485,981, and a decrease in inventories of $1,751,450.

Previous wording

Net cash used in investing activities was $(58,500) and $0 for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, there was cash used in the purchase of equipment of $210,500 and cash received for the disposal of assets of $152,000.

Current wording

Net cash used in investing activities was $(629,651) and $(2,560,135) for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, there was cash used in the purchase of equipment of $781,651 and cash received for the disposal of assets of $152,000. For the six months ended June 30, 2024, there was cash used in the purchase of equipment of $2,560,135.

Previous wording

Net cash provided by financing activities was $7,145,205 during the three months ended March 31, 2025, as compared to $2,627,882 during the three months ended March 31, 2024. During the three months ended March 31, 2025, there were proceeds from sales of common stock and warrants of $9,143,806, cash received for shares still held in abeyance of $1,334,800, bank overdrafts of $227,806, repayment of non-convertible notes of $1,261,207, and repayment of non-convertible notes payable - related party of $2,300,000. During the three months ended March 31, 2024, there were proceeds from warrant exercises, bank overdrafts, factoring advances of $2,574,679, $179,501 and $2,843,950, respectively, while there were repayments of factoring advances, convertible notes, and non-convertible notes of $1,016,389, $1,497,083, and $456,776, respectively.

Current wording

Net cash provided by financing activities was $6,274,939 during the six months ended June 30, 2025, as compared to $39,401,892 during the six months ended June 30, 2024. During the six months ended June 30, 2025, there were proceeds from sales of common stock and warrants of $9,143,806, bank overdrafts of $184,053, repayment of non-convertible notes of $1,719,614, and repayment of non-convertible notes payable – related party of 2,300,000. 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.

Previous wording

As of March 31, 2025, we had cash on hand of $5,501,755. 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 June 30, 2025, we had cash on hand of $5,291,625. 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 March 31, 2025, the Company had cash of $5,501,755 and a working capital deficit (current liabilities in excess of current assets) of $(7,478,957). The accumulated deficit as of March 31, 2025 was $(503,978,049). 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 June 30, 2025, the Company had cash of $5,291,625 and a working capital deficit (current liabilities in excess of current assets) of $(9,532,569). The accumulated deficit as of June 30, 2025 was $(508,895,648). For the six months ended June 30, 2025, the Company had a loss from operations of $(8,532,902) and cash used in operating activities of $2,929,827. 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.

Previous wording

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.

Current wording

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.

Previous wording

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). If the revised plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing due date of the Q1 10-Q (i.e., until November 17, 2025). While the notice has no immediate effect on the listing of the Company’s securities (which continue to trade on The Nasdaq Capital Market under the symbol “GWAV”), it underscores the risk of potential delisting if the Company cannot regain compliance.

Current wording

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.

Previous wording

Resolution of Minimum Bid Price Deficiency

Current wording

Resolution of the Nasdaq Minimum Bid Price Deficiency

Previous wording

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 has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidation 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.

Current wording

As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from 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 consolidation 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.