Greenwave Technology Solutions, Inc 10-Q for FY2026 Q2
Greenwave Technology Solutions, Inc. (GWAV)
About this 10-Q
Greenwave Technology Solutions, Inc filed this 10-Q on August 18, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16M
- up 45.5% from $11M a year earlier
- Net loss
- $3.24M
- compared with a net loss of $4.92M a year earlier
- Diluted EPS
- -$3.91
- compared with -$8.98 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from __________ to __________
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 18, 2026, there were shares of the registrant’s common stock issued and outstanding.
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.
These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and our other filings with the SEC. These risks and uncertainties include, among other things:
| ● | Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions which may adversely affect our operating results, financial condition and cash flows. |
| ● | Changes in the availability or price of inputs such as raw materials and end-of-life vehicles which could reduce our sales. |
| ● | Significant decreases in scrap metal prices which may adversely impact our operating results. |
| ● | Imbalances in supply and demand conditions in the global steel industry which may reduce demand for our products. |
| ● | Impairment of long-lived assets and equity investments which may adversely affect our operating results. |
| ● | Governmental agencies’ refusal to grant or renew our licenses and permits, thus restricting our ability to operate. |
| ● | Compliance with existing and future climate change and greenhouse gas emission laws and regulations which may adversely impact our operating results. |
| ● | Our ineligibility to file short-form registration statements on Form S-3, which may impair our ability to raise capital efficiently. |
| ● | The substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. |
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.
| ii |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Inventories, net | ||||||||
| Accounts receivable, net of allowance for doubtful accounts | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Property and equipment, net - Purchased from related party | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets, net | ||||||||
| Licenses, net | ||||||||
| Customer list, net | ||||||||
| Intellectual property, net | ||||||||
| Intangible assets, net | ||||||||
| Security deposit | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll and related expenses | ||||||||
| Non-convertible notes payable, current portion,
net of unamortized debt discount of $ | ||||||||
| Related party note payable | ||||||||
| Due to related parties | ||||||||
| Operating lease obligations, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease obligations, less current portion | ||||||||
| Non-convertible notes
payable, net of unamortized debt discount of $ | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (See Note 11) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock - shares authorized: | ||||||||
| Preferred stock - Series A-1, $ par value,
$ | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of Revenues | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Advertising | ||||||||||||||||
| Payroll and related expenses | ||||||||||||||||
| Rent, utilities and property maintenance ($ | ||||||||||||||||
| Hauling and equipment maintenance | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Stock based compensation for services | ||||||||||||||||
| Consulting, accounting and legal | ||||||||||||||||
| Loss (gain) on asset | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest expense and amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||
| Gain on settlement of non-convertible notes/advances | ||||||||||||||||
| Total Other Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes (Benefit) | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deemed dividend for the reduction of exercise price of warrants | ( | ) | ||||||||||||||
| Net Loss Available to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Common Share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Preferred
Stock Series A-1 | Common Stock | Additional Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| 3 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
(Unaudited)
Preferred Stock Series A-1 | Common Stock | Additional Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock and warrants issued for cash, net of fees | - | |||||||||||||||||||||||||||
| Common stock issued for cashless exchange of warrants | - | ( | ) | |||||||||||||||||||||||||
| Deemed dividend for the reduction of the exercise price of warrants | - | - | ( | ) | ||||||||||||||||||||||||
| Common stock issued for services rendered | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Common stock and warrants issued for cash, net of fees | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 2026 | Six
Months Ended June 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right of use assets, net | ||||||||
| Interest and amortization of debt discount | ||||||||
| (Gain) loss on asset | ||||||||
| Gain on settlement of non-convertible notes payable and advances | ( | ) | ||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related parties | ||||||||
| Inventories | ( | ) | ||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued payroll and related expenses | ||||||||
| Principal payments made on operating lease liability | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock and warrants | ||||||||
| Cash received for shares in abeyance | ||||||||
| Repayment of convertible notes | ( | ) | ||||||
| Bank overdrafts | ( | ) | ( | ) | ||||
| Repayment of non-convertible notes payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | $ | $ | ||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during period for interest | $ | $ | ||||||
| Cash paid during period for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Equipment purchased by issuance of non-convertible notes payable | $ | $ | ||||||
| Non-convertible notes settled with disposal of property | $ | $ | ||||||
| Deemed dividend for conversion price reduction of warrants | $ | $ | ||||||
| Common shares issued for cashless exchange of warrants | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements
June 30, 2026 (Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this 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.
In December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 40 trucks which we own, manage, and maintain.
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries.
Basis of Presentation
The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three and six months ended June 30, 2026 and 2025, its cash flows for the six months ended June 30, 2026 and 2025, and its financial position as of June 30, 2026 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on June 15, 2026 (the “Annual Report”). The December 31, 2025 balance sheet is derived from those statements.
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of June 30, 2026, the Company had cash of $
| 6 |
If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock.
Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, payroll tax liabilities with interest and penalties, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Fair Value of Financial Instruments
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.
The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Cash
For
purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents. The Company
maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally
insured limit of $
| 7 |
Property and Equipment, net
Property and equipment is stated at cost or, if acquired through a business combination, at fair value at the date of acquisition. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, except for leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in income. Costs for repairs and maintenance are expensed as incurred. Property and equipment is pledged as collateral for certain non-convertible notes (see Note 8 – Advances and Non-Convertible Notes Payable).
Cost of Revenue
The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling costs to customers, and cost of other revenue, including sand.
Prepaid Expenses
Prepaid expenses consist of payments made in advance for goods and services that will be received or consumed in future periods. Such amounts are recorded as assets when paid and are recognized as expense in the period in which the related goods or services are received or the economic benefit is realized. Prepaid amounts expected to be realized within twelve months of the balance sheet date are classified as current assets, while amounts expected to be realized beyond twelve months are classified as non-current. The Company periodically evaluates prepaid expenses for recoverability and recognizes a charge to operations if it is determined that the future economic benefit associated with the prepaid asset will not be realized.
Related Party Transactions
Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 16 – Related Party Transactions.
Leases
The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
| 8 |
In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 12 – Leases.
Commitments and Contingencies
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 11 – Commitments and Contingencies.
Revenue Recognition
The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.
In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following:
| (i) | Identify the contract(s) with a customer; |
| (ii) | Identify the performance obligation in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; and |
| (v) | Recognize revenue when (or as) the Company satisfies a performance obligation. |
The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfilment of its performance obligations to customers.
| 9 |
Accounts Receivable
Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered.
The
Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging
of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount
of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written
off when all efforts to collect have been exhausted. As of June 30, 2026 and December 31, 2025, the accounts receivable balances amounted
to $
Inventories
Although
we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate
the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged
vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the cost of
the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable
value as their cost basis is not readily available. The value of our inventories was $
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $
Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.
Income Taxes
The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
| 10 |
If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.
Deemed Dividends
The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.
Environmental Remediation Liability
The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
The
Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals
as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are
issued. At June 30, 2026 and December 31, 2025, the Company had accruals reported on the balance sheet as current liabilities of $
Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities.
Long-Lived Assets
The
Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management
at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated
at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five
| 11 |
Segment Reporting
The Company determines its operating segments in accordance with ASC 280, Segment Reporting, as updated by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are defined as components of the business for which discrete financial information is available and that are regularly reviewed by the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), in assessing performance and allocating resources.
The
Company has identified
The Company has determined that its operating segments exhibit similar economic characteristics and are similar in nature with respect to products and services, production processes, customer types, and methods of distribution. As a result, the Company has aggregated its operating segments into a single reportable segment for financial reporting purposes. The Company operates in one geographic segment, the United States of America.
The Company adopted ASU 2023-07 for the year ended December 31, 2024. Additional information about the Company’s operating segments and related disclosures is provided in Note 17 – Segment Reporting.
The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.
The computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 2026 and 2025 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| June 30 | June 30, | |||||||
| 2026 | 2025 | |||||||
| Options to purchase common shares | ||||||||
| Warrants to purchase common shares | ||||||||
| Common shares issuable upon conversion of preferred stock | ||||||||
| Total potentially dilutive common shares | ||||||||
| 12 |
Recent Accounting Pronouncements
Income Taxes
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 adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in enhanced income tax disclosures.
Credit Losses – Accounts Receivable and Contract Assets
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all entities with a practical expedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Under the practical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast period, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets. The standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual periods, applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
Disclosure Improvements
In October 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates into the FASB Accounting Standards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection with the SEC’s Disclosure Update and Simplification Initiative (SEC Release No. 33-10532). The amendments modify or add various disclosure and presentation requirements across a number of Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the impact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures.
| 13 |
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.
There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 4 – CONCENTRATIONS OF RISK
Accounts Receivable
The
Company has a concentration of credit risk with its accounts receivable balance. At June 30, 2026, five large customers individually
accounted for $
At
December 31, 2025, seven large customers individually accounted for $
Customer Concentrations
The Company has a concentration of
customers. For the three months ended June 30, 2026, four
customers individually accounted for $
The
Company has a concentration of customers. For the six months ended June 30, 2026, four customers individually accounted for $
The loss of, or a significant reduction in business from, any of these customers could have a material adverse effect on the Company’s results of operations and cash flows.
Vendor Concentrations
For
the three months ended June 30, 2026 or June 30, 2025, no supplier individually accounted for more than
| 14 |
During
the six months ended June 30, 2026, no supplier individually accounted for more than
The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
NOTE 5 – INVENTORIES
Inventories consisted of the following as of:
SCHEDULE OF INVENTORIES
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Processed and unprocessed scrap metal | $ | $ | ||||||
| Finished products | ||||||||
| Inventories | $ | $ | ||||||
NOTE 6 – PROPERTY AND EQUIPMENT
On
December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”),
KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny
Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the
Contract of Sale) held by the Sellers for an aggregate purchase price of $
The
purchase price is paid by (i) the issuance of an aggregate of shares of Series A-1 Preferred Stock of the Company, par value
$ per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $
Property and equipment as of June 30, 2026 and December 31, 2025 is summarized as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Machinery & Equipment | $ | $ | ||||||
| Furniture & Fixtures | ||||||||
| Vehicles | ||||||||
| Leaseholder Improvement | ||||||||
| Land | ||||||||
| Buildings | ||||||||
| Subtotal | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended June 30, 2026 and 2025 was $
During
the six months ended June 30, 2026, the Company purchased $
During
the six months ended June 30, 2025, the Company settled $
| 15 |
NOTE 7 – AMORTIZATION OF INTANGIBLE ASSETS
All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2026 | Remaining | |||||||||||||
| Gross carrying | Accumulated | Carrying | estimated | |||||||||||
| amount | amortization | value | useful life | |||||||||||
| Intellectual Property | $ | | $ | ( | ) | $ | ||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
| December 31, 2025 | Remaining | |||||||||||||
| Gross carrying | Accumulated | Carrying | estimated | |||||||||||
| amount | amortization | value | useful life | |||||||||||
| Intellectual Property | $ | | $ | ( | ) | $ | ||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
There
were
Amortization
expense for intangible assets was $
Total estimated amortization expense for our intangible assets for the years 2026 through 2030 is as follows:
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS
| Year ended December 31, | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| 16 |
NOTE 8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
Factoring Advances
Advances
for Simple Agreements for Future Tokens were entered into with accredited investors issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018.
As of June 30, 2026 and December 31, 2025, the Company owed $
Non-Convertible Notes Payable
On
April 21, 2022, the Company entered into a secured promissory note in the principal amount of $
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $
On
September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount
of $
| 17 |
On
January 10, 2023, the Company entered into a secured promissory note in the principal amount of $
On
February 23, 2023, the Company entered into a secured promissory note in the principal amount of $
On
February 24, 2023, the Company entered into a secured promissory note in the principal amount of $
On
December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive
Officer in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
| 18 |
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2025, the Company entered into a secured promissory note in the principal amount of $
On
May 28, 2025, the Company entered into a secured promissory note in the principal amount of $
On
May 28, 2025, the Company entered into a secured promissory note in the principal amount of $
On
February 3, 2026, the Company entered into a secured promissory note in the principal amount of $
| 19 |
The following table details the current and long-term principal due under non-convertible notes as of June 30, 2026.
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE
| Principal | Principal | |||||||
| (Current) | (Long Term) | |||||||
| Non-Convertible Note (Issued March 8, 2019) | $ | $ | ||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Equipment Finance Note (Issued April 21, 2022) | ||||||||
| Equipment Finance Note (Issued February 24, 2023) | ||||||||
| Equipment Finance Note (Issued February 23, 2023) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2025) | ||||||||
| Equipment Finance Note (Issued May 28, 2025) | ||||||||
| Equipment Finance Note (Issued May 28, 2025) | ||||||||
| Equipment Finance Note (Issued February 3, 2026) | ||||||||
| SAFTs | ||||||||
| DWM Property Note | ||||||||
| Debt Discount | ( | ) | ( | ) | ||||
| Total Principal of Non-Convertible Notes | $ | $ | ||||||
Total principal payments due on non-convertible notes for 2026 through 2029 and thereafter is as follows:
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES
| Year ended December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of June 30, 2026 and December 31, 2025, the Company owed accounts payable and accrued expenses of $
These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts Payable | $ | $ | ||||||
| Credit Cards | ||||||||
| Accrued Interest | ||||||||
| Accrued Expenses | ||||||||
| Total Accounts Payable and Accrued Expenses | $ | $ | ||||||
NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES
The
Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including
payroll for 2018, 2019, 2020, and 2021. As of June 30, 2026 and December 31, 2025, the Company owed payroll tax liabilities, including
penalties, of $
| 20 |
NOTE 11 – COMMITMENTS AND CONTINGENCIES
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State Court (the “Action”). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it.
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 has 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)”).
The Staff informed the Company that is had 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1).
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 is 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. 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.
Employee Matter
In April 2026, the Company identified and terminated a former non-officer employee in its logistics function who had improperly diverted certain hauling work to an outside entity and engaged in related improper conduct. The conduct did not have a material effect on the Company’s financial position, results of operations, or cash flows.. The Company has reviewed the matter, including outreach to potentially affected customers, and does not believe its ultimate resolution will have a material effect on the Company’s financial position, results of operations, or cash flows. No provision for loss has been recorded, as management has not concluded that a loss is probable or reasonably estimable.
As
a precautionary measure, the Company has withheld $
| 21 |
NOTE 12 – LEASES
Property Leases (Operating Leases)
The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise.
On
January 24, 2022,
On
March 15, 2024,
In
May 2025,
Automobile Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $
| 22 |
ROU assets and liabilities consist of the following:
SCHEDULE OF ROU ASSETS AND LIABILITIES
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ROU assets – related party | $ | $ | ||||||
| ROU assets | ||||||||
| Total ROU assets | $ | $ | ||||||
| Current portion of lease liabilities – related party | $ | $ | ||||||
| Current portion of lease liabilities | ||||||||
| Long term lease liabilities, net of current portion | ||||||||
| Total lease liabilities | $ | $ | ||||||
Aggregate minimum future commitments under non-cancelable operating leases and other obligations at June 30, 2026 were as follows:
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS
| Year ended December 31, | ||||
| 2026 (remaining) | ||||
| 2027 | ||||
| 2028 | ||||
| Total Minimum Lease Payments | $ | |||
| Less: Imputed Interest | $ | ( | ) | |
| Present Value of Lease Payments | $ | |||
| Less: Current Portion | $ | ( | ) | |
| Long Term Portion | $ | |||
Rent
expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months
ended June 30, 2026 and 2025 was $
NOTE 13 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue shares of blank check preferred stock, par value $ per share.
Series D
As of June 30, 2026, there were shares of Series D issued and outstanding.
Series A-1
As of June 30, 2026, there were shares of Series A-1 Preferred Stock issued and outstanding.
Common Stock
The Company is authorized to issue shares of common stock, par value $ per share.
During the year ended December 31, 2025, the Company issued shares of common stock for services rendered.
During the year ended December 31, 2025, the Company issued shares of common stock pursuant to the cashless exercises of warrants.
During
the year ended December 31, 2025 the Company issued shares of common stock and warrants pursuant to purchase agreements for total
cash proceeds of approximately $
During the year ended December 31, 2025, the Company issued shares of common stock pursuant to rounding upon the effectuation of a reverse stock split.
During the three months ended March 31, 2026, the Company issued shares of common stock.
As of June 30, 2026 and December 31, 2025 there were and shares of common stock issued and outstanding, respectively.
| 23 |
Additional Paid in Capital
During
the year ended December 31, 2025, the Company credited additional paid-in capital approximately $
During
the year ended December 31, 2025, the Company recorded a deemed dividend of approximately $
During
the year ended December 31, 2025, the Company recognized $
During
the year ended December 31, 2025, the Company recognized $(
During the year ended December 31, 2025, the Company recognized $ in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split.
NOTE 14 – WARRANTS
During
the three months ended March 31, 2025, the Company entered into exchange agreements with holders of
During the three months ended March 31, 2025, an additional warrants were cashless exercised into shares of common stock.
On
January 10, 2025, warrants were exercised into shares of common stock at an exercise price of $
On
February 10, 2025, warrants were exercised into shares of common stock at an exercise price of $
During the three months ended September 30, 2025, an additional warrants were cashless exercised into shares of common stock.
During the three months ended December 31, 2025, an additional warrants were cashless exercised into shares of common stock.
A summary of the warrant activity for the six months ended June 30, 2026 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Weighted-Average | ||||||||||||||||
| Weighted-Average | Remaining | Aggregate | ||||||||||||||
| Shares | Exercise Price | Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled/Exchanged | ||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
| 24 |
| Exercise | Warrants | Weighted Avg. | Warrants | |||||||||||
| Price | Outstanding | Remaining Life | Exercisable | |||||||||||
| $ | ||||||||||||||
The aggregate intrinsic value of outstanding stock warrants was $ based on warrants with an exercise price less than the Company’s stock price of $ as of June 30, 2026 which would have been received by the warrant holders had those holders exercised the warrants as of that date.
Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by to a total of shares. As of June 30, 2026, the Company had granted an aggregate of securities under the Plans since inception, with shares available for future issuances.
The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans.
Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.
There were options issued during the three or six months ended June 30, 2026.
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted-Average | Weighted-Average Remaining | Aggregate | ||||||||||||||
| Shares | Exercise Price | Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeiture/Cancelled | ( | ) | $ | |||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
| Exercise | Number of | Remaining | Number of | |||||||||||
| Price | Options | Life In Years | Options Exercisable | |||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| $ | – | |||||||||||||
| 25 |
The aggregate intrinsic value of outstanding stock options was $, based on options with an exercise price less than the Company’s stock price of $ as of June 30, 2026, which would have been received by the option holders had those option holders exercised their options as of that date.
The fair value of all options that vested during the three months ended June 30, 2026 and 2025 was $ and $, respectively. Unrecognized compensation expense was $ as of June 30, 2026.
NOTE 16 – RELATED PARTY TRANSACTIONS
Agreements with Danny Meeks and Affiliates of Danny Meeks
Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services
During
the six months ended June 30, 2026 and 2025, the Company provided $
During
the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During
the six months ended June 30, 2026 and 2025, the Company received $
During
the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During
the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $
NOTE 17 – SEGMENT REPORTING
Greenwave
is organized into
We
have
Our Chief Operating Decision Maker (“CODM”), Danny Meeks, Chairman and CEO, evaluates performance on both an operating segment basis and a consolidated basis, primarily using revenues, gross profit, and operating cash flows. These measures are used by the CODM, management, investors, lenders, and other external users of our financial statements to assess our operating performance and to compare results to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and in allocating resources among our operations.
Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the requirements of ASU 2023-07, we present operating expenses only in the “Total” column and do not disaggregate these expenses by segment.
| 26 |
The following tables provide our results by segment:
SCHEDULE OF SEGMENT REPORTING
| Recycling | Hauling | Other | Total | |||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ||||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ( | ) | ||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ||||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||
| Scrap Metal | ||||||||||||||||
| Recycling | Hauling | Other | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit: | $ | ( | ) | $ | $ | $ | ||||||||||
| Operating Expenses | $ | ( | ) | |||||||||||||
| Other Expenses | ( | ) | ||||||||||||||
| Deemed Dividends | ||||||||||||||||
| Net loss available to common shareholders | $ | ( | ) | |||||||||||||
NOTE 18 – SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date of the filing of this Form 10-Q, the date the accompanying condensed consolidated financial statements were available to be issued, and concluded that no events or transactions occurred during that period that require recognition or disclosure herein.
| 27 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.
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.” 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.
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 an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia 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.
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).
One of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability of our existing operations.
Empire is headquartered in Chesapeake, Virginia and employs 164 people as of August 18, 2026.
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.
| 28 |
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 cash flows.
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. 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.
Our supply of scrap metal is influenced by the 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.
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.
We aim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology solutions, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our experience.
| 29 |
Results of Operations
For the Three Months Ended June 30, 2026 and 2025
| For the Three months ended June 30, 2026 | ||||||||||||||||
| $ | % | |||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Revenue | $ | 15,995,879 | $ | 10,996,282 | $ | 4,999,597 | 45.47 | % | ||||||||
| Gross Profit | 6,059,994 | 2,113,165 | 3,946,829 | 186.77 | % | |||||||||||
| Operating Expenses | 8,906,499 | 6,764,560 | 2,141,939 | 31.66 | % | |||||||||||
| Loss from Operations | (2,846,505 | ) | (4,651,395 | ) | 1,804,890 | (38.80 | )% | |||||||||
| Other Income (Expense) | (394,658 | ) | (266,204 | ) | (128,454 | ) | 48.25 | % | ||||||||
| Net Loss Available to Common Stockholders | $ | (3,241,163 | ) | $ | (4,917,599 | ) | $ | 1,676,436 | (34,09 | )% | ||||||
Revenues
For the three months ended June 30, 2026, we generated $15,995,879 in revenues, as compared to $10,996,282 during the same period in 2025, an increase of $4,999,597.
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.
Our gross profit increased to $6,059,994 for the three months ended June 30, 2026, from $2,113,165 during the same period in 2025, an increase of $3,946,829 primarily due to an increase in margins on the Company’s metal revenue partially offset by a decrease in margin on the Company’s hauling revenue. This was composed of an increase in metal scrap gross profits from a gross loss of $(271,485) during the three months ended June 30, 2025 to $5,329,098 during the three months ended June 30, 2026, an increase of $5,600,583. It was also partially offset by a decrease in gross profit from hauling gross margins from $2,363,650 for the period ending June 30, 2025 to $709,295 for the period ending June 30, 2026, a decrease of $1,654,355. A decrease in other gross profit from $45,000 for the period ending June 30, 2025 to $21,600 for the period ending June 30, 2026, a decrease of $23,400 also offset the total increase.
Operating Expenses
For the three months ended June 30, 2026 and 2025, our operating expenses were $8,906,499 and $6,764,560 respectively, representing an increase of $2,141,939. The increase was partially attributable to an increase in payroll and related expenses of $549,583 as payroll and related expenses were $3,107,113 for the three months ended June 30, 2026 as compared to $2,557,530 for the same period in 2025 which was the result of expanding operations. Advertising expenses increased by $16,921 to $16,921 for the three months ended June 30, 2026 as compared to $0 for the same period in 2025. Depreciation of fixed assets, along with amortization of intangible assets, increased by $61,828 to $2,216,797 for the three months ended June 30, 2026 from $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 June 30, 2026. There were hauling and equipment maintenance costs of $2,172,949 during the three months ended June 30, 2026, as compared to $827,027 during the same period in 2025, an increase of $1,345,922, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $325,793 during the three months ended June 30, 2026 from $176,529 during the same period in 2025, an increase of $149,263 as a result of the Company’s continued work towards Nasdaq 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 $13,194 from $247,231 during the three months ended June 30, 2025 to $260,425 during the same period in 2026. Stock based compensation for services during the three months ended June 30, 2026 and June 30, 2025 was $0. There was a loss on sale of asset of $88,723 during the three months ended June 30, 2025, as compared to $0 during the same period during 2026.
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.
| 30 |
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.
Loss from Operations
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.
Other Income (Expense)
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.
Deemed Dividend
There were no deemed dividends for the three months ended June 30, 2026 or 2025.
Net Loss Available to Common Stockholders
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.
For the Six Months Ended June 30, 2026 and 2025
| For the Six months ended June 30, 2026 | ||||||||||||||||
| $ | % | |||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Revenue | $ | 32,271,860 | $ | 18,329,992 | $ | 13,941,868 | 76.06 | % | ||||||||
| Gross Profit | 12,874,877 | 5,599,828 | 7,275,049 | 129.92 | % | |||||||||||
| Operating Expenses | 16,794,651 | 14,132,730 | 2,661,921 | 18.84 | % | |||||||||||
| Loss from Operations | (3,919,774 | ) | (8,532,902 | ) | 4,613,128 | (54.06 | )% | |||||||||
| Other Income (Expense) | (825,934 | ) | (1,050,436 | ) | 224,502 | (21.37 | )% | |||||||||
| Net Loss Available to Common Stockholders | $ | (4,745,708 | ) | $ | (12,583,302 | ) | $ | 7,837,594 | (62.29 | )% | ||||||
| 31 |
Revenues
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.
Our cost of revenues increased to $19,396,983 for the six months ended June 30, 2026 from $12,730,164 during the same period in 2025, an increase of $6,666,819, 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 $9,508,357 during the six months ended June 30, 2025 to $17,274,946 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $3,221,807 during the six months ended June 30, 2025 to $2,122,037 during 2026.
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.
Operating Expenses
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.
Our other general and administrative expenses decreased to $1,976,412 for the six months ended June 30, 2026 from $1,959,020 for the same period in 2025, an increase of $17,392.
The change in these expenditures resulted in our total operating expenses increasing to $16,794,651 during the six months ended June 30, 2026 compared to $14,132,730 during the six months ended June 30, 2025, an increase of $2,661,921.
Loss from Operations
Our loss from operations was reduced by $4,613,128 to $3,919,774 during the six months ended June 30, 2026, from $8,532,902 during the six months ended June 30, 2025 for the reasons discussed above.
| 32 |
Other Income (Expense)
During the six months ended June 30, 2026, we generated other expenses of $825,934, as compared to other expenses of $1,050,436 for the same period in 2025, a decrease of $224,502. Interest expenses and amortization of debt discount decreased to $823,663 during the six months ended June 30, 2026 from $2,147,302 during the six months ended June 30, 2025. During the six months ended June 30, 2026, we generated other expense of $2,271 as compared to other income of $26,970 during the six 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.
Deemed Dividend
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.
Net Loss Available to Common Stockholders
Our net loss available to common shareholders was $4,745,708 for the six months ended June 30, 2026, as compared to a loss of $12,583,302 during the same period in 2025, a decrease of $7,837,594 for the reasons discussed above.
Liquidity and Capital Resources
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.
Net cash used in operating activities for the six months ended June 30, 2025 was $(2,929,827) as compared to $14,084,802 for the six months ended June 30, 2024. For the six months ended June 30, 2025, the cash flows used in operating activities were driven by a net loss of $9,583,338, amortization of right of use assets of $430,545, depreciation and amortization of $4,274,212, increase in due to related parties of $566,874, an increase in prepaid expenses of $411,312, stock based compensation of $100,000, interest and amortization of debt discount of $2,147,302, an increase in accounts receivable of $959,813, a gain on conversion of debt of $1,013,796, a loss on disposal of fixed assets of $49,188, an increase in accrued payroll and related expenses of $472,405, a decrease in accounts payable and accrued expenses of $267,563, a decrease in principal payments made on operating lease liability of $485,981, and a decrease in inventories of $1,751,450.
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.
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.
Capital Resources
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.
| 33 |
Required Capital over the Next Fiscal Year
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.
If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Contractual Obligations
Our contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.
Recent Developments
Nasdaq Filing Rule Deficiency
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)”).
The Staff informed the Company that is had 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1).
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.
Critical Accounting Policies and Estimates
For a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
As a “smaller reporting company” we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 34 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in Note 11 - Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters and there have been no material developments with respect to our legal proceedings, except as described in Note 11 - Commitments and Contingencies. The disclosures set forth in Note 11 - Commitments and Contingencies relating to certain legal matters are incorporated herein by reference.
ITEM 1A. RISK FACTORS
As a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on June 15, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
During
the three months ended June 30, 2026, no director or officer of the Company
| 35 |
ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this Quarterly Report: |
| (1) | Financial Statements |
See “Index to Consolidated Financial Statements” on Page F-1.
| (2) | Financial Statement Schedules. |
No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.
| (3) | List of Exhibits. |
| 36 |
| 37 |
| 38 |
| * | filed herewith. |
| ** | Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
| 39 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
| Date: August 18, 2026 | By: | /s/ Danny Meeks |
| Danny Meeks, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 18, 2026 | By: | /s/ Chelsea Pullano |
| Chelsea Pullano, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 40 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Danny Meeks, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: August 18, 2026 | By: | /s/ Danny Meeks |
| Danny Meeks | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chelsea Pullano, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: August 18, 2026 | By: | /s/ Chelsea Pullano |
| Chelsea Pullano | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Danny Meeks, in my capacity as Chief Executive Officer of Greenwave Technology Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc. for the period ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Greenwave Technology Solutions, Inc.
| Dated: August 18, 2026 | By: | /s/ Danny Meeks |
| Danny Meeks | ||
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Chelsea Pullano, in my capacity as Chief Financial Officer of Greenwave Technology Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Greenwave Technology Solutions, Inc. for the period ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Greenwave Technology Solutions, Inc.
| Dated: August 18, 2026 | By: | /s/ Chelsea Pullano |
| Chelsea Pullano | ||
| Chief Financial Officer |