Greenwave Technology Solutions, Inc.
For the period ended Sep 30, 2025. Filed Mar 6, 2026.
View on SEC.govAbout 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, 2025 · Filed Mar 6, 2026
GWAV$1.96-4.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2026-02-05.
0001493152-26-005251
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2026-03-06.
0001493152-26-009206
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 80 previous paragraphs and 82 current paragraphs.
44 unchanged; 29 reworded; 9 added; 5 removed; 2 previous and 0 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
Results of Operations
Current report
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.
Current report
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.
Current report
During the three months ended September 30, 2025 and 2024, there were $0 in deemed dividends.
Current report
For the Nine Months Ended September 30, 2025 and 2024
Current report
Other Income (Expense)
Current report
Appointment of Chelsea Pullano as Chief Financial Officer of the Company
Current report
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”).
Current report
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.
Removed paragraphs (5)
Previous report
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 report
For the Six Months Ended June 30, 2025 and 2024
Previous report
Our loss from operations decreased by $3,239,995 to $8,532,902 during the six months ended June 30, 2025, from $11,772,897 during the six months ended June 30, 2024 for the reasons discussed above.
Previous report
Other Expense
Previous report
The Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.
Reworded paragraphs (29)
Previous 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.
Current 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.
Previous wording
Empire is headquartered in Chesapeake, Virginia and employs 192 people as of February 3, 2026.
Current wording
Empire is headquartered in Chesapeake, Virginia and employs 180 people as of March 6, 2025.
Previous 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.
Current wording
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.
Previous wording
Our cost of revenues increased to $8,883,117 for the three months ended June 30, 2025 from $5,598,040 during the same period in 2024, an increase of $3,285,077, primarily due to an increase in metal costs.
Current wording
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.
Previous wording
Our gross profit was $2,113,165 during the three months ended June 30, 2025, a decrease of $170,690 from $2,283,855 during the same period in 2024 primarily due to a decline in margins on the Company’s hauling and metal revenue.
Current wording
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.
Previous wording
For the three months ended June 30, 2025 and 2024, our operating expenses were $6,764,560 and $11,245,027 respectively, a decrease of $4,480,467. There was an increase in payroll and related expenses of $851,707 as payroll and related expenses were $2,557,530 for the three months ended June 30, 2025 as compared to $1,705,823 for the same period in 2024 which was the result of expanding operations. Advertising expense was $0 for both the three months ended June 30, 2025 and 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 $502,737 to $2,154,969 for the three months ended June 30, 2025 from $1,652,232 in 2024 as a result of the Company acquiring more fixed assets during the first half of fiscal year 2025. There were hauling and equipment maintenance costs of $827,027 during the three months ended June 30, 2025, as compared to $1,774,273 during the same period in 2024, a decrease of $947,246, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $176,529 during the three months ended June 30, 2025 from $1,621,874 during the same period in 2024, a decrease of $1,445,345 as a result of the Company having significantly less corporate transactional activity during the three months ended June 30, 2025 compared to the same period in 2024. There was a decrease in rent expenses for the three months ended June 30, 2025 compared to the same period in 2024 as a result of the Company acquiring the equipment on certain properties, decreasing by $597,029 to $247,231 during the three months ended June 30, 2025 from $844,260 during the three months ended June 30, 2024. There was a stock based compensation for services of $0 during the three months ended June 30, 2025, as compared to $2,716,008 during the same period in 2024, a decrease of $2,716,008 primarily related to the Company’s warrant exchange that occurred during the three months ended June 30, 2024, which did not occur during the same period in 2025. There was stock based compensation of $0 during the three months ended June 30, 2025, as compared to $20,833 during the same period in 2024, a decrease of $20,833 primarily related to corporate branding. Loss on disposal of asset was $88,723 in the three months ended June 30, 2025, as compared to $0 for the same period in 2024.
Current wording
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.
Previous wording
Our other general and administrative expenses decreased to $712,551 for the three months ended June 30, 2025 from $909,724 for the same period in 2024, a decrease of $197,173, as a result of the Company focusing on reduction of redundant expenditures and optimizing operating costs.
Current wording
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.
Previous wording
The change in these expenditures resulted in our total operating expenses decreasing to $14,132,730 during the six months ended June 30, 2025 compared to $17,321,013 during the three months ended June 30, 2024, a decrease of $3,188,283.
Current wording
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.
Previous 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.
Current wording
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.
Previous wording
For the six months ended June 30, 2025, we generated $18,329,992 in revenues, as compared to $16,386,672 during the same period in 2024, an increase of $1,943,320. This increase was primarily due to an increase in metal revenue and hauling revenue.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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
Previous 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.
Current wording
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.
Previous wording
Our loss from operations decreased by $4,309,777 to $4,651,395 during the three months ended June 30, 2025, from $8,961,172 during the three months ended June 30, 2024 for the reasons discussed above.
Current wording
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.
Previous wording
During the six months ended June 30, 2025, we generated other expenses of $1,050,436, as compared to other income of $11,033,706, for the same period in 2024, a change of $12,084,142. There was a gain on settlement of non-convertible notes and advances of $1,013,796 and compared to a gain of $1,056,962 during the same period in 2024. Interest expenses and amortization of debt discount decreased to $2,147,302 during the six months ended June 30, 2025 from $4,692,140 during the six months ended June 30, 2024, a decrease of $2,544,838. Expense for shares issued for financing decreased to $0 during the six months ended June 30, 2025 from $52,182 during the six months ended June 30, 2024. Loss on conversion of convertible notes decreased to $0 during the six months ended June 30, 2025 from $(14,213,480) during the six months ended June 30, 2024. Other income increased to $26,970 during the six months ended June 30, 2025 from $1,351 during the six months ended June 30, 2024. Other income (rental income from related party) increased from $0 in the six months ended June 30, 2024 to $56,100 in 2025. There was a loss on extinguishment of debt of $0 during the six months ended June 30, 2025 as compared to $16,351,827 during the six months ended June 30, 2024. There was a change of derivative liabilities of $0 during the six months ended June 30, 2025 as compared to $48,314,949 during the six months ended June 30, 2024. Equity issued for warrant inducement was $0 for the six months ended June 30, 2025, as compared to $3,029,927 for the six months ended June 30, 2024.
Current wording
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.
Previous wording
During the six months ended June 30, 2025, there was a deemed dividend of $2,999,964, as compared to $52,574,896 for the reduction of exercise price of warrants during the same period in 2024, a decrease of $49,574,932, 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous wording
Our net loss was $9,583,338 during the six months ended June 30, 2025, as compared to $77,268,027 during the same period in 2024, a change of $64,684,725, for the reasons discussed above.
Current wording
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.
Previous wording
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, stock based compensation for services 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 in fair value of derivative liabilities of $48,314,949, a decrease in operating lease liabilities of $129,118, a gain on the settlement of non-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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
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.
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. 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.
Previous wording
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.
Current wording
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.
Previous wording
Resolution of the Nasdaq Minimum Bid Price Deficiency
Current wording
Resolution of Minimum Bid Price Deficiency
Previous 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.
Current 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 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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.