Greenwave Technology Solutions, Inc.

Previous wording

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

Current wording

Empire is headquartered in Chesapeake, Virginia and employs 164 people as of August 18, 2026.

Previous wording

Our cost of revenues increased to $9,461,097 for the three months ended March 31, 2026 from $3,847,047 during the same period in 2025, an increase of $5,614,050, primarily due to the increase in revenues and the costs of rapid scaling. This increase was composed of an increase in metal scrap cost of revenues from $2,126,772 during the three months ended March 31, 2025 to $8,149,521 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,720,275 during the three months ended March 31, 2025 to $1,311,576 during 2026.

Current wording

Our cost of revenues increased to $9,935,885 for the three months ended June 30, 2026 from $8,883,117 during the same period in 2025, an increase of $1,052,768, primarily due to the increase in revenues and the costs of rapid scaling. This increase was composed of an increase in metal scrap cost of revenues from $7,381,585 during the three months ended June 30, 2025 to $9,125,425 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,501,532 during the three months ended June 30, 2025 to $810,461 during 2026.

Previous 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.

Current wording

Our other general and administrative expenses increased to $806,502 for the three months ended June 30, 2026 from $712,551 for the same period in 2025, an increase of $93,951.

Previous 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.

Current wording

The change in these expenditures resulted in our total operating expenses increasing to $8,906,499 during the three months ended June 30, 2026 compared to $6,764,560 during the three months ended June 30, 2025, an increase of $2,141,939.

Previous wording

Our loss from operations was reduced by $2,808,239 to $(1,073,268) during the three months ended March 31, 2026, from $(3,881,507) during the three months ended March 31, 2025 for the reasons discussed above.

Current wording

Our loss from operations was reduced by $1,804,890 to $2,846,505 during the three months ended June 30, 2026, from $4,651,395 during the three months ended June 30, 2025 for the reasons discussed above.

Previous 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.

Current wording

During the three months ended June 30, 2026, we generated other expenses of $394,658, as compared to other expenses of $266,204 for the same period in 2025, an increase of $128,454. Interest expenses and amortization of debt discount decreased to $393,311 during the three months ended June 30, 2026 from $1,336,449 during the three months ended June 30, 2025. There was other expenses of $1,347 for the three months ended 2026, as compared to other income of $349 for the three months ended June 30, 2025. In the three months ended June 30, 2025 there was loss on extinguishment of debt of $56,100 and gain on settlement of non-convertible notes of $1,013,796, as compared to $0 for both of these items in the same period of 2026.

Previous wording

Our net loss available to common shareholders was $(1,504,544) for the three months ended March 31, 2026, as compared to a loss of $(7,665,703) during the same period in 2025, a decrease of $6,161,159 for the reasons discussed above.

Current wording

Our net loss available to common shareholders was $3,241,163 for the three months ended June 30, 2026, as compared to a loss of $4,917,599 during the same period in 2025, a decrease of $1,676,436 for the reasons discussed above.

Previous wording

For the three months ended March 31, 2026, we generated $16,275,981 in revenues, as compared to $7,333,710 during the same period in 2025, an increase of $8,942,271. This was comprised of an increase in Metal revenue from $4,397,545 during the three months ended March 31, 2025 to $14,130,462 during the three months ended March 31, 2026. This was partially offset by a decrease in Hauling revenue from $2,912,165 during the three months ended March 31, 2025 to $2,126,321 during the three months ended March 31, 2026 and a decrease in other revenue from $24,000 during the three months ended March 31, 2025 to $19,198 during the three months ended March 31, 2026.

Current wording

For the six months ended June 30, 2026, we generated $32,271,860 in revenues, as compared to $18,329,992 during the same period in 2025, an increase of $13,941,868. This was comprised of an increase in metal revenue from $11,507,645 during the six months ended June 30, 2025 to $28,584,985 during the six months ended June 30, 2026. This was partially offset by a decrease in Hauling revenue from $6,777,347 during the six months ended June 30, 2025 to $3,646,077 during the six months ended June 30, 2026 and a decrease in other revenue from $45,000 during the six months ended June 30, 2025 to $40,798 during the six months ended June 30, 2026.

Previous 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.

Current wording

Our gross profit was $12,874,877 during the six months ended June 30, 2026, an increase of $7,275,049 from $5,599,828 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 $1,999,288 during the six months ended June 30, 2025 to $11,310,039 during the six months ended June 30, 2026, an increase of $9,310,751. It was also partially offset by a decrease in gross profit from hauling gross margins from $3,555,540 for the period ending June 30, 2025 to $1,524,040 for the period ending June 30, 2026, a decrease of $2,031,500. A decrease in other gross losses from $45,000 for the period ending June 30, 2025 to $40,798 for the period ending June 30, 2026 also offset the total increase with a decrease of $4,202.

Previous 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.

Current wording

For the six months ended June 30, 2026 and 2025, our operating expenses were $16,794,651 and $14,132,730 respectively, an increase of $2,661,921. There was an increase in payroll and related expenses of $1,071,607 as payroll and related expenses were $5,603,622 for the six months ended June 30, 2026 as compared to $4,532,015 for the same period in 2025 which was the result of expanding operations. Advertising expense decreased by $23,635 to $29,764 for the six months ended June 30, 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 $144,259 to $4,418,471 for the six months ended June 30, 2026 from $4,274,212 in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and June 30, 2026. There were hauling and equipment maintenance costs of $3,656,476 during the six months ended June 30, 2026, as compared to $2,100,884 during the same period in 2025, an increase of $1,555,592, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $537,935 during the six months ended June 30, 2026 from $600,092 during the same period in 2025, a decrease of $62,157 as a result of the Company having less corporate activity during the six months ended June 30, 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 $103,860 from $567,780 during the six months ended June 30, 2025 to $463,920 during the same period in 2026. There was stock based compensation for services of $0 during the six months ended June 30, 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 six months ended June 30, 2026, as compared to $49,188 during the same period during 2025.

Previous 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.

Current wording

During the six months ended June 30, 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 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.

Current wording

Net cash flows provided by (used in) operating activities for the six months ended June 30, 2026 was $948,134 as compared to $(2,929,827) for the six months ended June 30, 2025. For the six months ended June 30, 2026, the cash flows provided by (used in) operating activities were driven by a net loss of $4,745,708, amortization of right of use assets of $111,892, depreciation and amortization of $4,418,471, increase in due to related parties of $1,308,752, increase in prepaid expenses of $677,821, interest and amortization of debt discount of $823,663, an increase in accounts receivable of $567,462, a loss on sale of asset of $4,191, an increase in accounts payable and accrued expenses of $1,103,561, principal payments made on operating lease liability of $105,547, and an increase in inventories of $952,537.

Previous 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.

Current wording

Net cash provided by (used in) investing activities was $25,000 and $(629,651) for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, there was cash used in the purchase of equipment of $(65,000) and cash provided by the disposal of assets of $90,000. For the six months ended June 30, 2025, there was cash used in the purchase of equipment of $(781,651) and cash provided by the disposal of property and equipment of $152,000.

Previous 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.

Current wording

Net cash used in financing activities was $1,253,910 during the six months ended June 30, 2026, as compared to net cash provided by financing activity $6,274,939 during the three months ended June 30, 2025. During the six months ended June 30, 2026, there were $162,443 reduction in bank overdraft and repayment of non-convertible notes of $1,091,476. During the six months ended June 30, 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 $184,053 reduction in bank overdraft fees, while repaying $1,719,614 in non-convertible notes and repaying $2,300,000 in convertible notes.

Previous 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.

Current wording

As of June 30, 2026, we had cash on hand of $654,987. 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, 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.

Current wording

As of June 30, 2026, the Company had cash of $654,987 and a working capital deficit (current liabilities in excess of current assets) of $23,052,504. The accumulated deficit as of June 30, 2026 was $525,656,136. For the six months ended June 30, 2026, the Company had a loss from operations of $3,919,774. 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 April 20, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that because it had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no longer complied with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).

Current wording

On April 20, 2026, the Company received a letter from the Staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (the”Nasdaq”) notifying the Company that because it had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq determined that the Company no longer complied with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).

Previous wording

The Staff informed the Company that is had 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.

Current wording

The Staff informed the Company that is had 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1).

Previous wording

On May 21, 2026, 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 March 31, 2026 (the “First Quarter Form 10-Q”). The Staff informed the Company that it had until June 22, 2026 to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). On June 15, 2026, the Company filed the 2025 Form 10-K with the SEC. On June 16, 2026, the Company received a letter from the Nasdaq stating that it evidenced partial compliance with Listing Rule 5250(c)(1) by filing the 2025 Form 10-K but that it was still not in compliance with Listing Rule 5250(c)(1) due to its failure to file the First Quarter Form 10-Q. On June 22, 2026, the Company submitted its plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1) to Nasdaq. If the Staff accepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to evidence compliance with the Rule.

Current wording

On May 21, 2026, 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 March 31, 2026 (the “First Quarter Form 10-Q”). The Staff informed the Company that it had until June 22, 2026 to submit a plan to regain compliance with Listing Rule 5250(c)(1). On June 15, 2026, the Company filed the 2025 Form 10-K with the SEC. On June 16, 2026, the Company received a letter from Nasdaq stating that it evidenced partial compliance with Listing Rule 5250(c)(1) by filing the 2025 Form 10-K but that it was still not in compliance with Listing Rule 5250(c)(1) due to its failure to file the First Quarter Form 10-Q. On June 22, 2026, the Company submitted its plan to regain compliance with Listing Rule 5250(c)(1) to Nasdaq. The Staff accepted the Company’s plan to regain compliance and granted the Company an exception until July 31, 2026, to evidence compliance with the Rule. On July 29, 2026, the Company filed the First Quarter Form 10-Q with the SEC. On July 30, 2026, the Company received notification from the Staff that it had determined that the Company complies with the Listing Rule 5250(c)(1) and that the listing matter is now closed.