Greenwave Technology Solutions, Inc.

Previous wording

Empire is headquartered in Chesapeake, Virginia and employs 180 people as of March 6, 2025.

Current wording

Empire is headquartered in Chesapeake, Virginia and employs 171 people as of July 29, 2025.

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. As of the second quarter of 2023, the Company expanded 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. As of the second quarter of 2023, the Company expanded our operations by opening a metal recycling facility in Cleveland, Ohio and beginning operation of a second shredder at our Kelford, North Carolina location.

Previous 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.

Current wording

Our gross profit was $6,814,884 during the three months ended March 31, 2026, an increase of $3,328,221 from $3,486,663 during the same period in 2025 primarily due to a decline in margins on the Company’s hauling and metal revenue related to rapid revenue scaling. This was composed of an increase in metal scrap gross profits from $2,270,773 during the three months ended March 31, 2025 to $5,980,941 during the three months ended March 31, 2026, an increase of $3,710,168. It was also partially offset by a decrease in gross profit from hauling gross margins from $1,191,890 for the period ending March 31, 2025 to $814,745 for the period ending March 31, 2026, a decrease of $377,145. A decrease in other gross losses from $24,000 for the period ending March 31, 2025 to $19,198 for the period ending March 31, 2026 also offset the total increase with a decrease of $4,802.

Previous 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.

Current wording

For the three months ended March 31, 2026 and 2025, our operating expenses were $7,888,152 and $7,368,170 respectively, an increase of $519,982. There was an increase in payroll and related expenses of $522,024 as payroll and related expenses were $2,496,509 for the three months ended March 31, 2026 as compared to $1,974,485 for the same period in 2025 which was the result of expanding operations. Advertising expense decreased by $40,556 to $12,843 for the three months ended March 31, 2026 as compared to $53,399 for the same period in 2025 due to efforts to conserve cash and a focus on organic growth. Depreciation of fixed assets, along with amortization of intangible assets, increased by $82,431 to $2,201,674 for the three months ended March 31, 2026 from $2,119,243 in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and March 31, 2026. There were hauling and equipment maintenance costs of $1,483,527 during the three months ended March 31, 2026, as compared to $1,273,857 during the same period in 2025, an increase of $209,670, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $212,143 during the three months ended March 31, 2026 from $423,563 during the same period in 2025, a decrease of $211,420 as a result of the Company having less corporate activity during the three months ended March 31, 2026 compared to the same period in 2025. There was an increase in rent, utilities, and property maintenance expenses as a result of the Company acquiring the equipment on certain properties, increasing $90,666 from $216,689 during the three months ended March 31, 2025 to $307,355 during the same period in 2026. There was stock based compensation for services of $0 during the three months ended March 31, 2026, as compared to $100,000 during the same period in 2025, a decrease of $100,000 primarily related to a decrease in corporate branding activities in 2026 compared to 2025. There was a loss on sale of asset of $4,191 during the three months ended March 31, 2026, as compared to a gain on the sale of asset of $39,535 during the same period during 2025.

Previous 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.

Current wording

Our other general and administrative expenses decreased to $1,169,910 for the three months ended March 31, 2026 from $1,246,469 for the same period in 2025, a decrease of $76,559.

Previous 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.

Current wording

The change in these expenditures resulted in our total operating expenses increasing to $7,888,152 during the three months ended March 31, 2026 compared to $7,368,170 during the three months ended March 31, 2025, an increase of $519,982.

Previous wording

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 wording

During the three months ended March 31, 2026, we generated other expenses of $(431,276), as compared to other expenses of $(784,232) for the same period in 2025, a decrease of $352,956. Interest expenses and amortization of debt discount decreased to $(430,352) during the three months ended March 31, 2026 from $(810,853) during the three months ended March 31, 2025.

Previous 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.

Current wording

During the three months ended March 31, 2026, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $2,999,964 as compared to the same period in 2025.

Previous 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.

Current wording

Net cash provided by operating activities for the three months ended March 31, 2026 was $1,318,528 as compared to $(4,161,414) for the three months ended March 31, 2025. For the three months ended March 31, 2026, the cash flows used in operating activities were driven by a net loss of $1,504,544, amortization of right of use assets of $55,730, depreciation and amortization of $2,201,674, increase in due to related parties of $1,238,857, decrease in prepaid expenses of $394,075, interest and amortization of debt discount of $430,352, an increase in accounts receivable of $401,969, a loss on sale of asset of $4,191, a decrease in accounts payable and accrued expenses of $919,109, principal payments made on operating lease liability of $55,104, an increase in accrued payroll and related expenses of $229,049 and an increase in inventories of $354,674.

Previous 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.

Current wording

Net cash provided by (used in) investing activities was $25,000 and $(58,500) for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, there was cash used in the purchase of equipment of $(65,000) and cash received for the disposal of assets of $90,000. For the three months ended March 31, 2025, there was cash used in the purchase of equipment of $(210,500) and proceeds from disposal of property and equipment of $152,000.

Previous 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.

Current wording

Net cash used in financing activities was $(816,415) during the three months ended March 31, 2026, as compared to net cash provided by financing activity $7,145,205 during the three months ended March 31, 2025. During the three months ended March 31, 2026, there were ($163,141) reduction in bank overdraft and repayment of non-convertible notes of $(653,274). During the three months ended March 31, 2025, the Company received $9,143,806 from the sale of common stock with warrants, cash received but shares in abeyance of $1,334,800 and $227,806 from bank overdrafts, while repaying $1,261,207 in convertible notes and repaid related party non-convertible notes in the amount of $2,300,000.

Previous 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.

Current wording

As of March 31, 2026, we had cash on hand of $1,462,876. 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 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.

Current wording

As of March 31, 2026, the Company had cash of $1,462,876 and a working capital deficit (current liabilities in excess of current assets) of $(17,967,325). The accumulated deficit as of March 31, 2026 was $(522,414,972). For the three months ended March 31, 2026, the Company had a loss from operations of $1,073,268. 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

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 wording

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 U.S. Securities and Exchange Commission (the “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 provides 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”).

Previous wording

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.

Current wording

In consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano is 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. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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 Staff of the Listing Qualifications Department 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. On February 5, 2026, the Company filed the Q2 10-Q with the SEC.

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. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed.