GWAV 10-K & 10-Q changes, risk factors and insider trading

We are highly dependent on our management team, specifically our Chief Executive Officer and Acting Chief Financial Officer, Danny Meeks. While we have an employment agreement agreement with Danny Meeks, such employment agreement permits Mr. Meeks to terminate such agreement upon notice. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our key management personnel and our ability to identify, hire, and retain additional personnel. We carry “key-man” life insurance on the life of our executive officer. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

The success of our business depends on our continued ability to use our existing tradename in order to increase our brand awareness. The unauthorized use or other misappropriation of any of our brand names could diminish the value of our business which would have a material adverse effect on our financial condition and results of operation.

As of AprilJune 2,12, 2025,2026, members of our management team beneficially own approximately 4.24%2.67% of our outstanding common stock. Further, there there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number of common shares outstanding.

We are authorized to issue up to 1,200,000,000 shares of common stock, of which 57,169,509829,631 shares of common stock are issued and outstanding as of MarchDecember 28,31, 2025. Further, there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number of common shares outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of stockholders. Consequently, our stockholders may experience further dilution in their ownership of our stock in the future, which could have an adverse effect on the trading market for our common stock.

If our common stock is delisted, it could reduce the price of our common stock and the levels of liquidity available to our stockholders.stock. In addition, the delisting of our common stock could materially adversely affect our access to the capital markets and any limitation on liquidity or reduction in the price of our common stock could materially adversely affect our ability to raise capital. Delisting from Nasdaq could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and employees, the loss of institutional investor interest and fewer business development opportunities.

Due to the recent implementation of thereverse Reversestock Stock Split,splits, the liquidity of our common stock may be adversely effected.

We conducted a one-for-one hundred fifty (1:150) reverse stock split of our common stock that we effectuated with an effective time of 11:59 p.m. Eastern Time on May 31, 2024 (the “2024 Reverse Stock Split”). and a one-for-one hundred and ten (1:110) reverse stock split of our common stock that was effectuated with an effective time of 5:00 p.m., eastern time, on August 22, 2025 (the “2025 Reverse Stock Split” and together with the 2024 Reverse Stock Split, the “Reverse Stock Splits”) Our common stock began trading on Nasdaq on a split-adjusted split-adjusted basis beginning at the open of the market on June 3, 2024.2024 and August 25, 2025, respectively. The liquidity of the shares of our common stock may be affected adversely by any reverse stock split given the reduced number of shares of our common stock that are outstanding following the Reverse Stock Split, Splits, especially if the market price of our common stock does not increase as a result of the Reverse Stock Split. Splits. Following the Reverse Stock Split, Splits, the resulting market price of our common stock may not attract new investors and may not satisfy the investing requirements of those investors. Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the Reverse Stock SplitSplits resulted in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

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.” We sold all of our social media assets on October 28, 2021 for cash consideration equal to $10,000 and have discontinued all operations related to our social media business. 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.

We operate two American Pulverizer 60x85an automotive shredders, oneshredder at our Kelford, North Carolina facilitylocation and a second automotive shredder at our Carrollton, Virginia yard.location is expected to come online in the second quarter of 2024. 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.

WeEmpire areis headquartered in Chesapeake, Virginia and employemploys 180172 people as of AprilJune 7,12, 2025.2026.

Our cost of revenues decreasedincreased to $34,786,895 for the year ended December 31, 2025, from $20,326,381 for the year ended December 31, 20242024, an fromincrease $21,184,579 during the same period in 2023, a decline of $858,198,$14,460,514, primarily due to ourhigher fourthsales quartervolumes 2024in 2025, including the sale of inventory accumulationaccumulated strategyin describedlate 2024, above.as well as increased activity levels associated with higher revenues.

Metal costs declinedincreased to $14,508,923$27,473,253 during the year ended December 31, 20242025 from $16,154,529$14,508,923 during the same period in 2023,2024, aan decreaseincrease of $12,964,330, $1, 645,606primarily due to higher sales volumes and the Companysale streamlining its operations, along with its fourth quarter 2024of inventory accumulationaccumulated strategyin describedlate above.2024.

Hauling costs increased to $5,817,458$7,313,641 for the year ended December 31, 20242025 from $4,996,871$5,817,458 during the same period in 2023,2024, an increase of $820,587,$1,496,183, due to higherthe fuelcorresponding andincrease driverin costs.hauling revenue. The cost of other revenue wasremained at $0 for the year ended December 31, 2024,2025, compared to $33,179$0 during the same period in 2023, a decrease of $33,179.2024.

Our gross profit wasincreased $12,989,478to $11,873,425 during the year ended December 31, 20242025, as compared to $14,483,403$12,989,478 during the same period in 2024, a decrease of $1,116,053, primarily due to higher cost of sales relative to higher revenues in 2025 due to rapid scaling, including the sale of inventory accumulated in late 2024 at improved pricing. The Company expects cost of sales to normalize over time as it shifts focus from rapid revenue growth to cost saving measures. Our gross margin decreased to approximately 25.4% during the year ended December 31, 2025, from approximately 39.0% during the same period in 2023,2024, reflecting higher cost of revenues relative to revenue and a decrease of $1,493,925, as the Company accumulated metal inventory, our highest gross margin revenue stream. For this same reason, our gross margins decreased to 39% during the year ended December 31, 2024 from 41% during the same periodchange in 2023.sales mix.

Gross profit on metal declineddecreased to $8,787,316approximately $5,415,245 during the year ended December 31, 2024, or 38%,2025, from $9,196,354$8,787,316 during the same period in 2023, or 36%,2024, a declinedecrease of $409,038,approximately $3,372,071, primarily due to higher metal costs associated with increased sales volumes and the sale of inventory accumulationaccumulated strategyin describedlate above,2024, partiallywhich offsetresulted byin operational efficiencies.lower margins despite higher revenues.

Gross profit on hauling declinedincreased to $4,064,362,approximately a$5,643,347, marginor ofapproximately 41%,48%, during the year ended December 31, 2024,2025, from $5,160,067,$4,064,362, or a41%, margin of 51%, during the same period in 2023,2024, aan decreaseincrease of $1,095,705,approximately $1,578,985, primarily due to higherincreased fuelhauling revenues and driverimproved cost costs.efficiencies compared to the prior year.

There were $12,338,550$0 and $9,850,850$12,338,550 in losses on assets acquired from arelated related-party, an increase of $2,487,700, during the years ended December 31, 2024 and 2023, respectively, due to the Company’s purchase of land and permits underlying 7 of the Company’s scrap yards in 2024 and the purchase of two American Pulverizer 60x85 shredders and a downstream processing system in 2023. There were $0 and $197,458 in losses on assets acquired from a non related-party, a decrease of $197,458,parties during the years ended December 31, 2024 2025 and 2023,2024, respectively.respectively, a decrease of $12,338,550, as no such transactions occurred in 2025. The Divisionloss recognized in 2024 was associated with the Company’s purchase of Corporateland Financeand permits underlying seven of its scrap yards from a related party. The SEC requires companies to report the value ofrecord assets acquired from related-parties related parties at the originalrelated party’s historical cost basis of the related-party–basis, regardless of the assets’ current fair market value.value, Asand ouras the Company’s Chairman began acquiring thethese properties underlying our scrap yards approximately 20 years ago, these properties – along with the permits, automotive shredders, and downstream processing system –assets had appreciated significantly since their original purchase.purchase, resulting in a non-cash loss upon acquisition in 2024. As a result of these transactions, transactions,the GreenwaveCompany is expectedexpects to realize savings ofapproximately $1.7 million in annual cash annuallysavings infrom reduced rent expense and now owns thekey infrastructure to rapidly expandsupporting its operations.operations and future expansion.

Our loss from operations increaseddecreased $14,747,171by $14,441,215 to $34,261,933$19,820,718 during the year ended December 31, 2024,2025, from $19,514,762$34,261,933 during the year ended ended December 31, 2023.2024.

Our net loss available to common stockholders increaseddecreased by $66,849,047$75,849,597 to $100,446,189($24,596,592) during the year ended December 31, 2024,2025, from $33,597,142$100,446,189 during the year ended December 31, 2023.2024.

As of December 31, 2024,2025, we had cash on hand of $2,576,464.$935,763, as compared to $2,576,464 as of December 31, 2024. We currently have no external sources of liquidityliquidity, such as arrangements with credit institutionsinstitutions, that willhave havehad or are reasonably likely to have a current or future effect on our financial condition or provide immediate access to capital.

As of December 31, 2024,2025, the Company had cash of $2,576,464$935,763 and a working capital deficit (current liabilities in excess of current assets) of $(13,453,45918,339,586). During the year ended December 31, 2024, the2025, net cash used in operating activities was $(17,254,7235,975,441). The accumulated deficit deficit as of December 31, 20242025 was $(496,312,346520,910,428). These conditions raise substantial doubt about the Company’s ability to continue as as a going concern for one year from the issuance of the consolidated financial statements.

We dodid not have any off-balance sheet arrangements.arrangements as of December 31, 2025.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adoptadopted ASU 2023-09 for the annual period ending December 31, 20252025. andThe is currently evaluating the impactadoption of this guidance did not have a material impact on its the Company’s consolidated financial statements but resulted in enhanced income tax disclosures.

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Empire is headquartered in Chesapeake, Virginia and employs 171164 people as of JulyAugust 29,18, 2025.2026.

For the Three Months Ended MarchJune 31,30, 2026 and 2025

Our cost of revenues increased to $9,461,097$9,935,885 for the three months ended June March 31,30, 2026 from $3,847,047$8,883,117 during the same period in 2025, an increase of $5,614,050,$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 $2,126,772 $7,381,585 during the three months ended MarchJune 31,30, 2025 to $8,149,521$9,125,425 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,720,275 $1,501,532 during the three months ended MarchJune 31,30, 2025 to $1,311,576$810,461 during 2026.

Our gross profit wasincreased $6,814,884to during$6,059,994 for the three months ended MarchJune 31,30, 2026, an increase of $3,328,221 from $3,486,663$2,113,165 during the same period in 20252025, an increase of $3,946,829 primarily due to aan declineincrease in margins on the Company’s hauling and metal revenue relatedpartially tooffset rapidby revenuea scaling.decrease in margin on the Company’s hauling revenue. This was composed of an increase in metal scrap gross profits from $2,270,773a gross loss of $(271,485) during the three months ended June 30, 2025 to $5,329,098 during the three months ended MarchJune 31, 2025 to $5,980,941 during the three months ended March 31,30, 2026, an increase of $3,710,168.$5,600,583. It was also partially offset by a decrease in gross profit from hauling gross margins from $1,191,890$2,363,650 for the period ending MarchJune 31,30, 2025 to $814,745 $709,295 for the period ending MarchJune 31,30, 2026, a decrease of $377,145. $1,654,355. A decrease in other gross lossesprofit from $24,000$45,000 for the period ending June 30, 2025 to $21,600 for the period ending MarchJune 31,30, 2025 to $19,198 for the period ending March 31, 2026 also offset the total increase with2026, a decrease of $4,802.$23,400 also offset the total increase.

For the three months ended MarchJune 31,30, 2026 and 2025, our operating expenses were $7,888,152$8,906,499 and $7,368,170$6,764,560 respectively, representing an increase of $2,141,939. The increase of $519,982.was Therepartially wasattributable to an increase in payroll and related expenses of $522,024$549,583 as payroll and related expenses were $2,496,509$3,107,113 for the three months ended MarchJune 31,30, 2026 as compared to $1,974,485$2,557,530 for the same period in 2025 which was the result of expanding operations. Advertising expenseexpenses decreasedincreased by $40,556$16,921 to $12,843$16,921 for the three months ended MarchJune 31,30, 2026 as compared to $53,399$0 for the same period in 2025 due to efforts to conserve cash and a focus on organic growth.2025. Depreciation of fixed assets, along with amortization of intangible intangible assets, increased by $82,431$61,828 to $2,201,674$2,216,797 for the three months ended MarchJune 31,30, 2026 from $2,119,243$2,154,969 for the same period in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and MarchJune 31,30, 2026. There were hauling and equipment maintenance costs of $1,483,527$2,172,949 during the three months ended MarchJune 31,30, 2026, as compared to $1,273,857$827,027 during the same period in 2025, an increase of $209,670,$1,345,922, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased increased to $212,143$325,793 during the three months ended MarchJune 31,30, 2026 from $423,563$176,529 during the same period in 2025, a decreasean increase of $211,420$149,263 as a result of the CompanyCompany’s havingcontinued lesswork corporatetowards activityNasdaq during the three months ended March 31, 2026 compared to the same period in 2025.compliance. 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 $13,194 from $216,689$247,231 during the three months ended MarchJune 31,30, 2025 to $307,355$260,425 during the same period in 2026. There was stockStock based compensation for services of $0 during the three months ended MarchJune 31,30, 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 comparedand toJune 30, 2025.2025 was $0. There was a loss on sale of asset of $4,191 $88,723 during the three months ended MarchJune 31,30, 2026,2025, as compared to a gain on the sale of asset of $39,535$0 during the same period during 2025.2026.

Our other general and administrative expenses decreasedincreased to $1,169,910$806,502 for the three months ended MarchJune 31,30, 2026 from $1,246,469$712,551 for the same period in 2025, aan decreaseincrease of $76,559.$93,951.

The change in these expenditures resulted in our total operating expenses increasing to $7,888,152$8,906,499 during the three months ended MarchJune 31, 30, 2026 compared to $7,368,170$6,764,560 during the three months ended MarchJune 31,30, 2025, an increase of $519,982.$2,141,939.

Our loss from operations was reduced by $2,808,239$1,804,890 to $(1,073,268)$2,846,505 during the three months ended June 30, 2026, from $4,651,395 during the three months ended MarchJune 31, 2026, from $(3,881,507) during the three months ended March 31,30, 2025 for the reasons discussed above.

During the three months ended MarchJune 31,30, 2026, we generated other expenses of $(431,276),$394,658, as compared to other expenses of $(784,232)$266,204 for the the same period in 2025, aan decreaseincrease of $352,956.$128,454. Interest expenses and amortization of debt discount decreased to $(430,352) $393,311 during the three months ended MarchJune 31,30, 2026 from $(810,853)$1,336,449 during the three months ended MarchJune 31,30, 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.

Our net loss available to common shareholders was $(1,504,544)$3,241,163 for the three months ended MarchJune 31,30, 2026, as compared to a loss of $(7,665,703) $4,917,599 during the same period in 2025, a decrease of $6,161,159$1,676,436 for the reasons discussed above.

Net cash flows provided by (used in) operating activities for the threesix months ended MarchJune 31,30, 2026 was $1,318,528$948,134 as compared to $(4,161,4142,929,827) for the three six months ended MarchJune 31,30, 2025. For the threesix months ended MarchJune 31, 30, 2026, the cash flows provided by (used in) operating activities were driven by a net loss of $1,504,544,$4,745,708, amortization of right of use assets of $55,730,$111,892, depreciation and amortization of $2,201,674, $4,418,471, increase in due to related parties of $1,238,857,$1,308,752, decreaseincrease in prepaid expenses of $394,075,$677,821, interest and amortization of debt discount of $430,352,$823,663, an increase in accounts receivable of $401,969,$567,462, a loss on sale of asset of $4,191, aan decreaseincrease in accounts payable and accrued expenses of $919,109,$1,103,561, principal payments made on operating lease liability of $55,104, an increase in accrued payroll and related expenses of $229,049$105,547, and an increase in inventories of $354,674.$952,537.

Net cash provided by (used in) investing activities was $25,000 and $(58,500629,651) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. For the three six months ended MarchJune 31,30, 2026, there was cash used in the purchase of equipment of $(65,000) and cash receivedprovided forby the disposal of assets of $90,000. For the threesix months ended MarchJune 31,30, 2025, there was cash used in the purchase of equipment of $(210,500781,651) and proceeds fromcash provided by the disposal of property and equipment of $152,000.

Net cash used in financing activities was $(816,415)$1,253,910 during the threesix months ended MarchJune 31,30, 2026, as compared to net cash provided by financing financing activity $7,145,205$6,274,939 during the three months ended MarchJune 31,30, 2025. During the threesix months ended MarchJune 31,30, 2026, there were $162,443 ($163,141) reduction in bank overdraft and repayment of non-convertible notes of $(653,274).$1,091,476. During the threesix months ended MarchJune 31, 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 $227,806$184,053 from reduction in bank overdrafts,overdraft fees, while repaying $1,261,207$1,719,614 in non-convertible notes and repaying $2,300,000 in convertible notes and repaid related party non-convertible notes in the amount of $2,300,000.notes.

As of MarchJune 31,30, 2026, we had cash on hand of $1,462,876.$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.

As of MarchJune 31,30, 2026, the Company had cash of $1,462,876$654,987 and a working capital deficit (current liabilities in excess of current assets) of $(17,967,325).$23,052,504. The accumulated deficit as of MarchJune 31,30, 2026 was $(522,414,972). $525,656,136. For the threesix months ended MarchJune 31,30, 2026, the Company had a loss from operations of $1,073,268.$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.

Nasdaq Filing Rule DeficienciesDeficiency

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 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 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)”).

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.

On May 21, 2026, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely 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 theThe Staff acceptsaccepted the Company’s plan to regain compliance, thencompliance itand may grantgranted the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until OctoberJuly 12,31, 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.