Greenwave Technology Solutions, Inc.

Overview

We were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.

We operate two American Pulverizer 60x85 automotive shredders, one at our Kelford, North Carolina facility and a second at our Carrollton, Virginia yard. Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.

The shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and aluminum).

We are headquartered in Chesapeake, Virginia and employ 180 people as of April 7, 2025.

Background

We were incorporated in the state of Delaware on April 26, 2013 as a technology platform. Our principal executive office is located at 4016 Raintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.

Products and Services

Our main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size and consistency of the metal. All of these attributes affect the metal’s value.

We also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium.

We provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations.

Pricing and Customers

Prices for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand, government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal we deliver to customers within 14 days of delivery.

Based on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order to manage the impact on our operating income and cashflows.

The spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the impact to our operating income.

Sources of Unprocessed Metal

Our main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets, in addition to a facility in Cleveland, OH.

Our supply of scrap metal is influenced by overall health of economic activity in the United States, changes in prices for recycled metal, and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

Technology

We launched ScrapApp.com in September 2023 as a platform for buying end-of-life vehicles directly from individuals wishing to sell their cars, rather than from third parties. As of March 27, 2025, Scrap App has facilitated the purchase of more than 1,200 vehicles from individuals, primarily by Empire, its parent company. We believe Empire has generated positive cashflows from purchasing these vehicles. Scrap App is currently available in 15 markets across Virginia, North Carolina, Ohio, Texas, Colorado, and Arizona, and South Carolina. Scrap App has launched an AI agent in beta to quote cars, schedule pickups, and answer questions as it moves to automate its operations.

After an exhaustive diligence process, Greenwave selected GreenSpark as its point of sale and enterprise resource planning platform in February 2025. The Company has invested significant time and resources into establishing a solid foundation and operating procedures utilizing Greenspark and expects to roll it out across its 13 metal recycling facilities in Q2 2025. Greenwave’s adoption of GreenSpark positions the Company alongside 500+ top-tier scrap yard locations already thriving on the platform. Serving the leading operators in metals recycling and automotive industries, GreenSpark’s scalable ecosystem aligns perfectly with Greenwave’s aggressive growth plans.

Competition

We compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations, and with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.

Greenwave believes the U.S. scrap metal industry is undergoing a fundamental transformation – the past few weeks have revealed that steel producers/automakers have extreme exposure to tariffs and supply chain disruptions. Leading steel makers are moving decisively to lockdown their supply chains to mitigate these fundamental risks – accelerating the already rapid consolidation of the U.S. scrap metal market.

Toyota announced it was acquiring Radius Recycling (f/k/a Schnitzer Steel) for $1.32 billion all-cash – a $757 million premium – on March 13, 2025, despite massive loss and cash burned in operations. Until last week, Schnitzer was one of the largest independent U.S. scrap metal companies — it appears Toyota did not base their valuation on Schnitzer’s current operations, but instead on the value their supply of scrap metal would provide to Toyota’s manufacturing.

The Company believes there are now fewer than 50 scrap yard chains with significant supply volume left in the U.S. –we believe Greenwave is likely in the top 25 in the country, with an extensive footprint in a highly coveted market – Hampton Roads, VA.

Since early February, domestic scrap steel prices are up 32% and demand is already far exceeding supply. These are the market conditions in which Greenwave performs the best — and we’re moving quickly to expand our operations.

When the dust settles, we expect the leading steel producers will likely own supply channels producing a significant portion of the raw material required to operate – and there’s limited U.S. scrap metal chains remaining.

Recent Developments

Registered Direct Offering and Concurrent Private Placement

On January 10, 2025, Greenwave and certain institutional and accredited investors (the “January Purchasers”) entered into a securities purchase agreement (the “January Purchase Agreement”), pursuant to which the Company agreed to sell to such January Purchasers an aggregate of 7,544,323 shares of the Company’s common stock, in a registered direct offering (the “January Registered Direct Offering”), and accompanying warrants to purchase up to 7,544,323 shares of common stock (the “January Warrants”) in a concurrent private placement (the “January Private Placement” and together with the Registered Direct Offering, the “January Offering”), for gross proceeds of approximately $4 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per share and the accompanying January Warrant to purchase one share of common stock was $0.5302. The January Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the January Warrants and have an exercise price of $0.5302 per share. The January Warrants will expire five years from the date of stockholder approval. At any time after the date that is 120 days following the closing of the January Offering, the January Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares underlying the January Warrants.

Following the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale of the shares underlying the January Warrants, the January Warrants may be redeemed by the Company if the price of the Company’s common stock on Nasdaq is more than 200% of the exercise price of the January Warrants for 20 consecutive trading days and the Company gives proper notice to the holders of such redemption. The January Purchase Agreement also prohibits each January Purchaser from conducting any short sales while such January Purchaser owns any unexpired January Warrants.

Exchange Offer

Concurrently with the January Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”) with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the June Warrants (the “Exchange”). Pursuant to the Exchange, the Company issued 5,327,401 shares of common stock (the “Exchange Shares”) in exchange for the surrender and termination of certain June Warrants to purchase up to 5,549,374 shares of common stock.

Warrants Amendment

Concurrently with the January Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and (c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”), agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”). The Warrant Amendment amended the Existing Warrants to (i) reduce the exercise price of the Existing Warrants from $2.91 to $1.50 per share, (ii) increase the number of shares issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations. Following the Warrant Amendment, the Existing Warrants are exercisable for 11,346,743 shares of common stock. The shares of common stock issuable upon exercise of the Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the Existing Warrants are subject to stockholder approval.

Appointment of Lisa Lucas-Burke to Board of Directors

On January 28, 2025, the Company increased the number of directors comprising its Board of Directors (“Board”) from four to five members and appointed Lisa Lucas-Burke as a member of the Board and as a member of the Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee, effective immediately.

Registered Direct Offering and Concurrent Private Placement

On February 10, 2025, the Company and certain institutional and accredited investors (the “February Purchasers”) entered into a securities purchase agreement (the “February Purchase Agreement”), pursuant to which the Company agreed to sell to such February Purchasers an aggregate of 21,100,000 shares of common stock, in a registered direct offering (the “February Registered Direct Offering”), and accompanying warrants to purchase up to 21,100,000 shares of common stock (the “February Warrants”) in a concurrent private placement (the “February Private Placement” and together with the Registered Direct Offering, the “February Offering”), for gross proceeds of approximately $7 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per share and the accompanying February Warrant to purchase one share of common stock was $0.3337. The February Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the February Warrants and have an exercise price of $0.3337 per share. The February Warrants will expire five years from the date of stockholder approval. At any time after the date that is 120 days following the initial exercise date of the February Warrants, the February Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares underlying the February Warrants.

Following the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale of the shares underlying the February Warrants, the February Warrants may be redeemed by the Company if the price of the Company’s common stock on Nasdaq is more than 200% of the exercise price of the February Warrants for 20 consecutive trading days and the Company gives proper notice to the holders of such redemption. The February Purchase Agreement also prohibits each February Purchaser from: (a) conducting any short sales while such February Purchaser owns any unexpired February Warrants and (b) selling any portion of the shares prior to the earlier of (i) 8:00 p.m. on February 14, 2025, and (ii) the date on which the common stock is quoted at or above $0.50 per share.

Henry Sicignano III Resignation as Director

Effective February 14, 2025, Henry Sicignano III, a Director of the Company, notified the Company that he will resign from the Board. Mr. Sicignano’s resignation was not the result of a dispute or disagreement with the Company. Mr. Sicignano served as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

Nasdaq Bid Price Deficiency

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). If, at any time during this additional compliance period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this matter will be closed. If compliance cannot be demonstrated by September 8, 2025, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel.

The Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by September 8, 2025. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing requirements of the Nasdaq Capital Market.

Intellectual Property

None.

Employees and Human Capital Resources

Greenwave employs 180 people as of April 7, 2025.

We view our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth and empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional responsibilities. We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond their specifically assigned tasks. Depending on the position, our recruitment reach can be local as well as national. We provide competitive compensation and best in class benefits that are tailored specifically to the needs and requests of our employees. As appropriate, employees are provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to stockholders by working hard and being thoughtful and deliberate in how we use resources.

Available Information

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the Securities and Exchange Commission (SEC). Our filings with the SEC are available free of charge on the SEC’s website atwww.sec.gov and on our website under the “Investors” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.