Core Viewpoint - Greenwave Technology Solutions, Inc. is facing potential suspension of its securities from Nasdaq due to non-compliance with filing requirements, specifically the failure to submit Quarterly Reports on Form 10-Q for multiple periods [1][3]. Company Compliance Status - The Company received a Staff Determination Letter from Nasdaq on November 18, 2025, indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the lack of filing for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025 [1][3]. - The Company filed its Quarterly Report for the period ended March 31, 2025, on November 19, 2025, and is working to file the remaining reports to ensure compliance [2]. Appeal Process - The Company has the option to appeal the Staff's determination by requesting a hearing before a Nasdaq Hearings Panel, which would temporarily stay the suspension of its securities for at least 15 days [4]. - A hearing request must be submitted by November 25, 2025, to avoid suspension, and hearings are typically scheduled 30-45 days after the request [4]. Company Overview - Greenwave operates 13 metal recycling facilities across Virginia, North Carolina, and Ohio, processing both ferrous and nonferrous scrap metal [5]. - The Company employs unique technologies to enhance processing volumes and efficiencies, including a downstream recovery system and a cloud-based ERP system [5]. Industry Context - Steel recycling is highlighted as a significant environmental benefit, reducing energy use and conserving natural resources compared to virgin metals [6]. - The Company aims to expand its operations by acquiring independent, profitable scrap yards in the near future [6].

Financial Performance - For the three months ended March 31, 2025, the company generated revenues of $7,333,710, a decrease of 13.77% from $8,504,777 in the same period in 2024, primarily due to a decline in metal revenue[230][231] - Gross profit increased to $3,486,663 for the three months ended March 31, 2025, up 6.81% from $3,264,261 in the same period in 2024, attributed to improved margins on hauling and metal revenue[230][232] - Operating expenses rose by 21.27% to $7,368,170 for the three months ended March 31, 2025, compared to $6,075,985 in 2024, driven by increases in payroll, advertising, and depreciation expenses[230][233][234] - The loss from operations increased to $3,881,507 for the three months ended March 31, 2025, compared to $2,811,724 in the same period in 2024, reflecting higher operating expenses[230][235] - Net loss available to common stockholders was $7,665,703 for the three months ended March 31, 2025, a significant reduction of 77.09% from $33,460,778 in the same period in 2024[230][238] - Net cash used in operating activities was $4,161,414 for the three months ended March 31, 2025, compared to $3,460,823 in the same period in 2024, driven by a net loss of $4,665,739[239] - The company experienced a decrease in hauling costs, contributing to a reduction in the cost of revenues to $3,847,047 for the three months ended March 31, 2025, down from $5,240,516 in 2024[231][232] Cash Flow and Financing - Net cash provided by financing activities increased to $7,145,205 for the three months ended March 31, 2025, compared to $2,627,882 for the same period in 2024[241] - As of March 31, 2025, the company had cash on hand of $5,501,755 and a working capital deficit of $(7,478,957)[243] - The company raised approximately $4.0 million from a registered direct offering of 68,585 shares at $58.32 per share on January 13, 2025[247] - The company has no external sources of liquidity that could affect its financial condition or access to capital[242] - Additional debt financing may involve covenants that restrict operations or incur additional debt, impacting the company's ability to raise capital[244] Compliance and Regulatory Matters - The company received a notice from Nasdaq on May 23, 2025, for failing to file its Q1 10-Q, with a compliance deadline of November 17, 2025[248] - On August 20, 2025, the company executed a reverse stock split of 1-for-110 to regain compliance with Nasdaq's minimum bid price requirement[250] - The company intends to submit a plan to Nasdaq to regain compliance, but there is no assurance of acceptance[249] Operational Developments - The company expanded operations by opening a metal recycling facility in Cleveland, Ohio, as of the second quarter of 2023, enhancing its supply chain capabilities[226] - The company aims to open a facility with rail or deep-water port access to increase revenue and profitability by expanding the number of potential buyers for processed scrap products[219] - The company processes nonferrous metals and sells recovered catalytic converters from end-of-life vehicles, contributing to its diverse revenue streams[222] - The accumulated deficit as of March 31, 2025, was $(503,978,049), raising substantial doubt about the company's ability to continue as a going concern[243] - The company has entered into several material agreements during the most recent fiscal quarter[246]

Core Viewpoint - Greenwave Technology Solutions, Inc. is facing compliance issues with Nasdaq due to delays in filing its Quarterly Reports, which could lead to potential delisting of its securities [1][2]. Company Summary - Greenwave operates 13 metal recycling facilities across Virginia, North Carolina, and Ohio, focusing on the collection, classification, and processing of raw scrap metal [4]. - The company utilizes unique technologies to enhance metal processing volumes and operational efficiencies, including a downstream recovery system and a cloud-based ERP system [4]. - Greenwave's customer base includes large corporations, industrial manufacturers, retail customers, and government organizations [5]. Industry Context - Steel is one of the most recycled materials globally, offering significant environmental benefits over virgin metals, such as reduced energy consumption, lower CO2 emissions, and conservation of natural resources [5]. - The company plans to expand its operations by acquiring independent, profitable scrap yards in the near future [5].

[FORM 10-K Filing Information](index=1&type=section&id=FORM%2010-K%20Filing%20Information) Details the annual report filing of Greenwave Technology Solutions, Inc. for fiscal year 2024, including its registrant status and outstanding shares [Registrant Details](index=1&type=section&id=Registrant%20Details) Greenwave Technology Solutions, Inc., a Delaware corporation, filed its 2024 annual report as a non-accelerated, smaller reporting company - The registrant is Greenwave Technology Solutions, Inc., a Delaware corporation, filing its annual report for the fiscal year ended December 31, 2024[2](index=2&type=chunk) - The company is classified as a **non-accelerated filer** and a **smaller reporting company**[5](index=5&type=chunk) - The aggregate market value of voting and non-voting common equity held by non-affiliates was **$19,426,520** as of June 28, 2024[5](index=5&type=chunk) - The number of shares of common stock outstanding was **57,169,509** as of April 11, 2025[6](index=6&type=chunk) [Documents Incorporated by Reference](index=2&type=section&id=Documents%20Incorporated%20by%20Reference) Portions of the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders will be incorporated by reference into Part III of this report, to be filed within 120 days after the year covered by this Annual Report - Portions of the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this report[8](index=8&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) Provides an organized listing of all sections and items included within this annual report [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) Highlights the inherent uncertainties and risks associated with forward-looking statements in this report [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) This Annual Report contains forward-looking statements, which are based on current expectations and involve risks, uncertainties, and assumptions, with actual results potentially differing materially due to factors in 'Item 1A. Risk Factors', and the company disclaims any obligation to publicly update these statements - Statements in this Annual Report on Form 10-K are 'forward-looking statements' under the Securities Act of 1933 and the Securities Exchange Act of 1934[12](index=12&type=chunk) - These statements are based on current expectations, estimates, and projections, but are not guarantees of future performance and involve difficult-to-predict risks, uncertainties, and assumptions[13](index=13&type=chunk) - Actual outcomes and results may differ materially from forecasts due to factors outlined in 'Item 1A. Risk Factors'[13](index=13&type=chunk) - The company disclaims any obligation to publicly update or release revisions to these forward-looking statements after the report date, except as required by law[14](index=14&type=chunk) [PART I](index=4&type=section&id=PART%20I) Covers the company's business operations, risk factors, properties, legal proceedings, and cybersecurity measures [Business Overview](index=4&type=section&id=ITEM%201.%20BUSINESS) Greenwave Technology Solutions, Inc. transitioned into the scrap metal industry in October 2021, operating 13 recycling facilities, offering hauling services, launching ScrapApp.com, and positioning itself among top players in a consolidating U.S. market - Greenwave Technology Solutions, Inc. transitioned into the scrap metal industry in October 2021 through the acquisition of Empire Services, Inc., which operates **13 metal recycling facilities**[19](index=19&type=chunk)[20](index=20&type=chunk) - The company processes various scrap metals (appliances, construction material, end-of-life vehicles) by crushing, shearing, shredding, separating, and sorting to maximize value[20](index=20&type=chunk)[22](index=22&type=chunk) - Greenwave launched ScrapApp.com in September 2023 to buy end-of-life vehicles directly from individuals, facilitating over **1,200 vehicle purchases** and launching an AI agent for automation[32](index=32&type=chunk) - The U.S. scrap metal industry is consolidating, with leading steel makers securing supply chains. Greenwave believes it is among the **top 25 scrap yard chains** in the U.S[37](index=37&type=chunk)[39](index=39&type=chunk) - Domestic scrap steel prices increased by **32%** since early February, with demand exceeding supply, creating favorable market conditions for Greenwave[39](index=39&type=chunk) [Products and Services](index=6&type=section&id=Products%20and%20Services) Details the company's offerings, including ferrous and nonferrous metal processing and recycling services - Main product is ferrous metal, categorized into heavy melting steel, plate and structural, and shredded scrap, used in recycling and production of finished steel[25](index=25&type=chunk) - Also processes nonferrous metals (aluminum, copper, stainless steel, etc.) and sells catalytic converters for precious metal extraction[26](index=26&type=chunk) - Provides metal recycling services to large corporations, industrial manufacturers, retail customers, and government organizations[26](index=26&type=chunk) [Pricing and Customers](index=6&type=section&id=Pricing%20and%20Customers) Explains how market rates and demand influence pricing for scrap metal products and customer interactions - Prices for ferrous and nonferrous products are based on prevailing market rates, influenced by market cycles, worldwide steel demand, government regulations, and supply[27](index=27&type=chunk) - The company adjusts prices paid to suppliers for unprocessed scrap to manage operating income and cashflows in response to market price changes[28](index=28&type=chunk)[29](index=29&type=chunk) [Sources of Unprocessed Metal](index=6&type=section&id=Sources%20of%20Unprocessed%20Metal) Identifies primary sources of scrap metal and factors influencing supply, such as economic activity and prices - Primary sources include end-of-life vehicles, old equipment, appliances, consumer goods, and scrap metal from construction/manufacturing operations[30](index=30&type=chunk) - Supply is influenced by U.S. economic activity, recycled metal prices, and seasonal factors like severe weather[31](index=31&type=chunk) [Technology](index=7&type=section&id=Technology) Highlights the launch of ScrapApp.com for vehicle purchases and the adoption of GreenSpark ERP for operations - Launched ScrapApp.com in September 2023 for direct purchase of end-of-life vehicles, facilitating over **1,200 vehicle purchases** and launching an AI agent in beta for automation[32](index=32&type=chunk) - Selected GreenSpark as its point-of-sale and ERP platform in February 2025, with rollout across **13 facilities** expected in Q2 2025, aligning with growth plans[34](index=34&type=chunk)[35](index=35&type=chunk) [Competition](index=9&type=section&id=Competition) Describes the competitive landscape, including large recyclers, steel mills, and industry consolidation trends - Competes with large, well-financed recyclers, steel mills with their own operations, and smaller companies[36](index=36&type=chunk) - The U.S. scrap metal industry is undergoing consolidation, with steel producers acquiring supply chains, as exemplified by Toyota's acquisition of Radius Recycling[37](index=37&type=chunk)[38](index=38&type=chunk) - Greenwave believes it is among the **top 25 scrap yard chains** in the U.S., with a strong presence in the Hampton Roads, VA market[39](index=39&type=chunk) [Recent Developments](index=11&type=section&id=Recent%20Developments) Outlines recent financing activities, Nasdaq compliance updates, and changes in the Board of Directors - On January 10, 2025, completed a registered direct offering and concurrent private placement, raising approximately **$4 million** gross proceeds from the sale of **7,544,323 common shares** and accompanying warrants[43](index=43&type=chunk) - Concurrently, exchanged June Warrants for **5,327,401 common shares** and amended existing warrants (March, April, May Warrants) to reduce exercise price to **$1.50** and increase shares issuable by **250%**[45](index=45&type=chunk)[46](index=46&type=chunk) - On February 10, 2025, completed another registered direct offering and private placement, raising approximately **$7 million** gross proceeds from the sale of **21,100,000 common shares** and accompanying warrants[48](index=48&type=chunk) - Received notice from Nasdaq on September 13, 2024, regarding non-compliance with the **$1.00 minimum bid price requirement**, and was granted an additional **180-day compliance period** until September 8, 2025[51](index=51&type=chunk)[52](index=52&type=chunk) - Appointed Lisa Lucas-Burke to the Board of Directors on January 28, 2025, and Henry Sicignano III resigned as a Director on February 14, 2025[47](index=47&type=chunk)[50](index=50&type=chunk) [Intellectual Property](index=13&type=section&id=Intellectual%20Property) States that no significant intellectual property assets are highlighted in this section - The company states 'None' for intellectual property in this section, implying no significant intellectual property assets are highlighted here[54](index=54&type=chunk) [Employees and Human Capital Resources](index=13&type=section&id=Employees%20and%20Human%20Capital%20Resources) Details the company's employee count and its commitment to diversity, growth, and competitive compensation - Greenwave employs **180 people** as of April 7, 2025[23](index=23&type=chunk)[55](index=55&type=chunk) - The company prioritizes a diverse employee population and a culture that supports learning, growth, and empowerment, offering competitive compensation and benefits[56](index=56&type=chunk) [Available Information](index=13&type=section&id=Available%20Information) Informs on where to access the company's public filings and reports with the SEC - The company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information with the SEC, available on www.sec.gov and its website[57](index=57&type=chunk) [Risk Factors](index=13&type=section&id=ITEM%201A.%20RISK%20FACTORS) Investing in Greenwave's securities involves high risks related to cyclical industry conditions, global market changes, raw material price fluctuations, operational dependencies, limited operating history, reliance on key executives, the need for additional financing, independent auditor's going concern doubts, internal control weaknesses, environmental compliance, intellectual property, and stock market volatility including potential Nasdaq delisting - The company operates in cyclical industries sensitive to general economic conditions, global market changes (including sanctions and tariffs), and fluctuations in raw material and scrap metal prices, which could materially adversely affect operating results[61](index=61&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - Key business risks include dependence on a small number of suppliers and a limited number of customers (two customers accounted for **55.99%** and **5.05%** of 2024 revenues), a limited operating history with no profitable operations, high dependence on key executives, and the potential need for additional financing[64](index=64&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) - The independent registered accounting firm has expressed concerns about the company's ability to continue as a going concern due to historical losses and financing needs[64](index=64&type=chunk)[89](index=89&type=chunk) - The company has experienced material weaknesses in internal control over financial reporting, particularly due to insufficient segregation of duties, which could impair financial condition[64](index=64&type=chunk)[90](index=90&type=chunk) - Risks related to common stock include market price volatility, potential delisting from Nasdaq due to non-compliance with the **$1.00 minimum bid price requirement** (with an extended compliance period until **September 8, 2025**), and adverse effects on liquidity from a recent **1-for-150 reverse stock split**[64](index=64&type=chunk)[104](index=104&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Risk Factors Summary](index=13&type=section&id=Risk%20Factors%20Summary) Provides a concise overview of key risks across business, regulatory, intellectual property, and stock ownership categories - Summarizes key risks across business and industry, government laws and regulations, intellectual property, and common stock ownership[59](index=59&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company has no unresolved staff comments to report - There are no unresolved staff comments[129](index=129&type=chunk) [Cybersecurity](index=26&type=section&id=ITEM%201C.%20CYBERSECURITY) Greenwave integrates cybersecurity into enterprise risk management using NIST standards, third-party assessments, and management oversight, acknowledging future risks despite no material cyberattacks - Cybersecurity is an important and integrated part of the Company's enterprise risk management function, identifying, monitoring, and mitigating business, operational, and legal risks[131](index=131&type=chunk) - The company has established Cybersecurity standards, policies, and operating procedures based on the National Institute of Standards and Technology ('NIST') framework[132](index=132&type=chunk) - Third-party service providers are used for assessing, testing, and assisting with security processes, including cyber risk assessment against NIST standards and penetration testing[133](index=133&type=chunk) - Management, including IT, information security, legal, and compliance teams, is responsible for implementation, with ultimate oversight by the Chief Financial Officer and the Audit Committee[134](index=134&type=chunk)[136](index=136&type=chunk) - Although no material cyberattacks have occurred, the company cannot guarantee future protection against incidents[137](index=137&type=chunk) [Properties](index=27&type=section&id=ITEM%202.%20PROPERTIES) Greenwave owns and leases various scrap yard properties in Virginia, North Carolina, and Ohio, including a truck fleet yard from a related party - Greenwave owns scrap yard properties in Portsmouth, Carrollton, Toano, and Virginia Beach, VA, and Elizabeth City and Vanceboro, NC, along with additional properties in Suffolk and Portsmouth, VA[138](index=138&type=chunk)[143](index=143&type=chunk) - The company leases scrap yard properties in Emporia, Norfolk, and Suffolk, VA from third parties[138](index=138&type=chunk) - A property for the truck fleet in Chesapeake, VA is leased from DWM Properties, LLC, controlled by the CEO, on a month-to-month basis[140](index=140&type=chunk) - In March 2024, the company leased a scrap yard in Cleveland, OH, with a **five-year term**, two **five-year extension options**, and a purchase option for **$3,277,000**[141](index=141&type=chunk) [Legal Proceedings](index=28&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Greenwave is involved in ordinary course legal proceedings, notably defending against a significant breach of contract lawsuit filed by Arena Special Opportunities Fund, LP in October 2024 - The company is involved in various lawsuits and legal proceedings that arise in the ordinary course of business[144](index=144&type=chunk)[147](index=147&type=chunk) - On October 25, 2024, Arena Special Opportunities Fund, LP filed a lawsuit alleging a purported breach of contract based on an alleged equity conditions failure, which Greenwave believes lacks merit and intends to defend vigorously[145](index=145&type=chunk) - The company is currently unable to estimate a reasonably possible loss or range of loss from these matters[146](index=146&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to Greenwave Technology Solutions, Inc. - Mine Safety Disclosures are not applicable to the company[148](index=148&type=chunk) [PART II](index=28&type=section&id=PART%20II) Details market information for common stock, management's financial analysis, and controls and procedures [Market for Common Stock and Stockholder Matters](index=28&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20STOCK%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Greenwave's common stock trades on Nasdaq, with 142 stockholders as of April 2025, no anticipated dividends, and 1,472,609 securities available for future equity issuance - Greenwave's common stock has been traded on Nasdaq under the symbol 'GWAV' since July 22, 2022[150](index=150&type=chunk) - The last reported sale price of Common Stock on Nasdaq was **$0.199 per share** as of April 11, 2025[150](index=150&type=chunk) - As of April 11, 2025, there were **142 stockholders of record**[151](index=151&type=chunk) - The company has never declared or paid cash or stock dividends and does not anticipate doing so, planning to retain future earnings for business growth[152](index=152&type=chunk) Securities Authorized for Issuance Under Equity Compensation Plans (as of December 31, 2024) | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) | |:---|:---|:---|:---| | Equity compensation plans approved by security holders (1) | 799 | $148.11 | 1,472,609 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **799** | **$148.11** | **1,472,609** | [Reserved](index=29&type=section&id=ITEM%206.%20RESERVED) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Greenwave experienced decreased revenues and gross profit in 2024 due to inventory strategy, significantly increased operating expenses, and a substantial net loss, leading to a working capital deficit and going concern doubts despite capital raises - Revenues decreased by **$2,352,123 (6.59%)** to **$33,315,859** in 2024, primarily due to an inventory accumulation strategy in Q4 2024 anticipating higher metal tariffs in early 2025[160](index=160&type=chunk)[161](index=161&type=chunk) - Gross profit decreased by **$1,493,925 (10.31%)** to **$12,989,478** in 2024, with gross margins declining from **41% to 39%** due to the inventory accumulation strategy[160](index=160&type=chunk)[166](index=166&type=chunk) - Operating expenses increased significantly by **$13,253,246 (38.98%)** to **$47,251,411** in 2024, driven by higher payroll, depreciation, hauling/equipment maintenance, consulting/legal fees, warrants issued for services, and stock-based compensation[160](index=160&type=chunk)[169](index=169&type=chunk) - Net loss available to common stockholders increased by **$66,849,047 (198.97%)** to **$100,446,189** in 2024[160](index=160&type=chunk)[173](index=173&type=chunk) - The company had a working capital deficit of **$(13,453,459)** and an accumulated deficit of **$(496,312,346)** as of December 31, 2024, with net cash used in operating activities of **$(17,254,723)**, raising substantial doubt about its ability to continue as a going concern[180](index=180&type=chunk) [Overview](index=29&type=section&id=Overview) Provides a general introduction to Greenwave's business, its transition to scrap metal, and operational methods - Greenwave Technology Solutions, Inc. transitioned to the scrap metal industry in October 2021 through the acquisition of Empire Services, Inc., operating **13 metal recycling facilities**[155](index=155&type=chunk) - The company processes various scrap metals (appliances, construction material, end-of-life vehicles) into recycled ferrous, nonferrous, and mixed metal pieces[156](index=156&type=chunk) - Operates two American Pulverizer 60x85 automotive shredders to produce denser, more refined recycled ferrous metals[157](index=157&type=chunk) [Results of Operations (2024 vs. 2023)](index=30&type=section&id=Results%20of%20Operations%20For%20the%20Year%20Ended%20December%2031%2C%202024%20Compared%20to%20the%20Year%20Ended%20December%2031%2C%202023) Compares Greenwave's financial performance for 2024 against 2023, highlighting changes in revenues, gross profit, and net loss Consolidated Statements of Operations Summary | For the Fiscal Year ended | 31-Dec-24 | 31-Dec-23 | $ Change | %Change | |:---|:---|:---|:---|:---| | Revenues | $33,315,859 | $35,667,982 | $(2,352,123) | (6.59)% | | Gross Profit | 12,989,478 | 14,483,403 | (1,493,925) | (10.31)% | | Operating Expenses | 47,251,411 | 33,998,165 | 13,253,246 | 38.98% | | Loss from Operations | (34,261,933) | (19,514,762) | (14,747,171) | 75.57% | | Other Income (Expense) | 10,344,580 | (7,421,228) | 17,765,808 | (239.39)% | | Net Income (Loss) Available to Common Stockholders | $(100,446,189) | $(33,597,142) | $(66,849,047) | 198.97% | - Revenues decreased by **$2.35 million (6.59%)** to **$33.32 million** in 2024, primarily due to accumulating inventory in Q4 2024 in anticipation of higher metal tariffs in early 2025[161](index=161&type=chunk) - Cost of revenues decreased by **$0.86 million (4.05%)** to **$20.33 million** in 2024, also influenced by the inventory accumulation strategy[163](index=163&type=chunk) - Gross profit decreased by **$1.49 million (10.31%)** to **$12.99 million** in 2024, with gross margins falling from **41% to 39%** due to inventory accumulation[166](index=166&type=chunk) - Operating expenses increased by **$13.25 million (38.98%)** to **$47.25 million** in 2024, driven by higher payroll, depreciation, hauling/equipment maintenance, consulting/legal, warrants for services, and stock-based compensation[169](index=169&type=chunk) - Other Income (Expense) saw a positive swing of **$17.77 million**, primarily due to a **$48.31 million** gain in fair value of derivative liabilities, partially offset by losses on conversion of convertible notes (**$14.21 million**) and extinguishment of debt (**$16.35 million**)[172](index=172&type=chunk) - Net loss available to common stockholders increased by **$66.85 million (198.97%)** to **$100.45 million** in 2024[173](index=173&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, working capital, and ability to meet short-term and long-term obligations Cash Flow Summary (2024 vs. 2023) | Cash Flow Activity | 2024 | 2023 | |:---|:---|:---| | Net cash used in operating activities | $(17,254,723) | $(1,833,310) | | Net cash used in investing activities | $(15,921,990) | $(1,678,176) | | Net cash provided by financing activities | $34,207,018 | $4,235,841 | | Cash, end of year | $2,576,464 | $1,546,159 | - As of December 31, 2024, the company had cash of **$2,576,464** and a working capital deficit of **$(13,453,459)**, with an accumulated deficit of **$(496,312,346)**[177](index=177&type=chunk)[180](index=180&type=chunk) - Fundraising in 2024 included **$2,834,741** from warrant exercises and **$40,369,115** from the sale of common stock and warrants[178](index=178&type=chunk) - The company may need additional capital through debt or equity, which could be dilutive to stockholders or involve restrictive covenants[179](index=179&type=chunk)[182](index=182&type=chunk) - These conditions raise substantial doubt about the company's ability to continue as a going concern[180](index=180&type=chunk) [Off-Balance Sheet Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms that the company does not have any off-balance sheet arrangements - The company does not have any off-balance sheet arrangements[184](index=184&type=chunk) [Recent Accounting Pronouncements](index=34&type=section&id=Recent%20Accounting%20Pronouncements) Outlines new accounting standards, including those for income taxes, segment reporting, and expense disaggregation - ASU 2023-09 (Income Taxes) requires enhanced disclosures for rate reconciliation and income taxes paid, effective for annual periods beginning January 1, 2025[185](index=185&type=chunk) - ASU 2023-07 (Segment Reporting) requires enhanced disclosures for reportable segments, adopted by the company for the year ended December 31, 2024[186](index=186&type=chunk) - ASU 2024-03 (Income Statement - Expense Disaggregation) requires specified information about certain costs and expenses in financial statement notes, effective for annual periods beginning January 1, 2027[187](index=187&type=chunk) [Critical Accounting Policies](index=35&type=section&id=Critical%20Accounting%20Policies) Describes key accounting policies requiring significant management estimates and judgments, such as for derivatives and income taxes - Management's critical accounting policies involve significant estimates and judgments for stock-based compensation, derivative liabilities, payroll tax liabilities, deemed dividends, right-of-use and lease liabilities, goodwill and intangible asset valuations, environmental remediation, and deferred tax assets[189](index=189&type=chunk) - Intangible assets (tradenames, licenses, customer relationships) are amortized on a straight-line basis over **3-10 years** and reviewed for impairment[191](index=191&type=chunk) - Income taxes are accounted for under ASC 740, requiring recognition of deferred tax assets and liabilities and evaluation of uncertain tax positions[192](index=192&type=chunk)[194](index=194&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a 'smaller reporting company,' Greenwave Technology Solutions, Inc. is not required to provide the information typically required for quantitative and qualitative disclosures about market risk - The company is a 'smaller reporting company' and is not required to provide quantitative and qualitative disclosures about market risk[196](index=196&type=chunk) [Financial Statements and Supplementary Data](index=36&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The consolidated financial statements required for this Annual Report are included in the appendix, starting on page F-1 - The consolidated financial statements are included in the appendix to this Annual Report, beginning on page F-1[197](index=197&type=chunk) [Changes in and Disagreements with Accountants](index=36&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) Greenwave Technology Solutions, Inc. reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There are no changes in and disagreements with accountants on accounting and financial disclosure[198](index=198&type=chunk) [Controls and Procedures](index=36&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Greenwave's management concluded that disclosure controls were ineffective as of December 31, 2024, due to material weaknesses in segregation of duties, despite believing financial statements are fairly presented, with remediation efforts dependent on financing - As of December 31, 2024, the CEO and Interim CFO concluded that disclosure controls and procedures were not effective due to identified control deficiencies regarding lack of segregation of duties and the need for a stronger internal control environment[199](index=199&type=chunk) - Management believes that the financial statements included in this Annual Report fairly present the company's financial condition, results of operations, and cash flows[200](index=200&type=chunk) - A material weakness in internal control over financial reporting existed as of December 31, 2023, due to an inadequate process for reviewing accounting and financial reporting matters[203](index=203&type=chunk) - Remediation plans include appointing additional qualified accounting personnel, but these efforts are largely dependent on securing additional financing[204](index=204&type=chunk) - The company's CEO and CFO identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment, concluding that internal control over financial reporting was not effective as of December 31, 2024[207](index=207&type=chunk)[208](index=208&type=chunk) [Other Information](index=38&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) This section provides disclosures in lieu of Form 8-K filings, including recent Board and CFO resignations/terminations, and confirms no Rule 10b5-1 trading arrangements by directors or officers - Jason Adelman resigned from the Board and all committees on April 10, 2025[212](index=212&type=chunk) - Isaac Dietrich's employment as Chief Financial Officer was terminated on April 12, 2025[213](index=213&type=chunk) - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the three months ended December 31, 2024[214](index=214&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=38&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) Greenwave Technology Solutions, Inc. has no disclosures regarding foreign jurisdictions that prevent inspections - There are no disclosures regarding foreign jurisdictions that prevent inspections[215](index=215&type=chunk) [PART III](index=38&type=section&id=PART%20III) Covers corporate governance, executive compensation, security ownership, related party transactions, and principal accountant fees [Directors, Executive Officers and Corporate Governance](index=38&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, corporate governance, and Section 16(a) reports is incorporated by reference from the 2025 proxy statement, alongside the company's insider trading policy - Information required by Item 10 is incorporated by reference from the company's proxy statement for its 2025 Annual Meeting of Stockholders[217](index=217&type=chunk) - Disclosure for delinquent Section 16(a) reports can be found under the caption 'Delinquent Section 16(a) Reports' in the proxy statement[218](index=218&type=chunk) - The company has an insider trading policy designed to promote compliance with insider trading laws[219](index=219&type=chunk) [Executive Compensation](index=38&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the company's proxy statement for its 2025 Annual Meeting of Stockholders - Information required by Item 11 is incorporated by reference to the company's proxy statement for its 2025 Annual Meeting of Stockholders[220](index=220&type=chunk) [Security Ownership and Related Stockholder Matters](index=38&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's proxy statement for its 2025 Annual Meeting of Stockholders - Information required by Item 12 is incorporated by reference to the company's proxy statement for its 2025 Annual Meeting of Stockholders[221](index=221&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=38&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding certain relationships and related transactions and director independence is incorporated by reference from the company's proxy statement for its 2025 Annual Meeting of Stockholders - Information required by Item 13 is incorporated by reference to the company's proxy statement for its 2025 Annual Meeting of Stockholders[222](index=222&type=chunk) [Principal Accountant Fees and Services](index=39&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company's independent registered public accounting firm is RBSM LLP. Information regarding principal accountant fees and services is incorporated by reference from the company's proxy statement for its 2025 Annual Meeting of Stockholders - The independent registered public accounting firm is RBSM LLP, New York, NY, Auditor ID: 587[223](index=223&type=chunk) - Information required by Item 14 is incorporated by reference to the company's proxy statement for its 2025 Annual Meeting of Stockholders[224](index=224&type=chunk) [PART IV](index=40&type=section&id=PART%20IV) Lists exhibits and financial statement schedules included in the annual report [Exhibits and Financial Statement Schedules](index=40&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists financial statements and exhibits filed as part of the Annual Report, noting no separate financial statement schedules were submitted as they are either not required or included elsewhere - Documents filed as part of this Annual Report include financial statements and a list of exhibits[226](index=226&type=chunk)[228](index=228&type=chunk) - No financial statement schedules were submitted because they are not required, not applicable, or the information is included in the financial statements or notes[227](index=227&type=chunk) [FORM 10-K Summary](index=43&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item is not applicable to Greenwave Technology Solutions, Inc. - FORM 10-K Summary is not applicable[233](index=233&type=chunk) [Signatures](index=44&type=section&id=SIGNATURES) Authenticates the Annual Report on Form 10-K with signatures from key company officers and directors [Signatories](index=44&type=section&id=Signatories) The Annual Report on Form 10-K was signed on April 15, 2025, by Danny Meeks (Chief Executive Officer, Acting Chief Financial Officer, and Chairman of the Board), Cheryl Lanthorn (Director), and Lisa Lucas-Burke (Director) - The Annual Report on Form 10-K was signed on April 15, 2025[235](index=235&type=chunk)[237](index=237&type=chunk) - Key signatories include Danny Meeks (CEO, Acting CFO, Chairman), Cheryl Lanthorn (Director), and Lisa Lucas-Burke (Director)[236](index=236&type=chunk)[237](index=237&type=chunk) [Index to Consolidated Financial Statements](index=45&type=section&id=INDEX%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides a detailed listing of all consolidated financial statements included in the report [Financial Statements Listing](index=45&type=section&id=Financial%20Statements%20Listing) The consolidated financial statements include the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity (Deficit), Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements - The index lists the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity (Deficit), Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements[239](index=239&type=chunk) [Report of Independent Registered Public Accounting Firm](index=46&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Presents the independent auditor's opinion on the financial statements and highlights going concern considerations [Opinion on the Financial Statements](index=46&type=section&id=Opinion%20on%20the%20Financial%20Statements) RBSM LLP, the independent auditor, issued an unqualified opinion, stating that Greenwave Technology Solutions, Inc.'s consolidated financial statements for 2024 and 2023 fairly present the financial position, results of operations, and cash flows in conformity with U.S. GAAP - RBSM LLP audited the consolidated financial statements for Greenwave Technology Solutions, Inc. for the years ended December 31, 2024 and 2023[241](index=241&type=chunk) - The auditor issued an unqualified opinion, stating that the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows in conformity with U.S. GAAP[241](index=241&type=chunk) [The Company's Ability to Continue as a Going Concern](index=46&type=section&id=The%20Company%27s%20Ability%20to%20Continue%20as%20a%20Going%20Concern) The auditor's report expresses substantial doubt about Greenwave's going concern ability due to net losses, negative operating cash flows, and an accumulated deficit, with financial statements not reflecting potential adjustments - The consolidated financial statements have been prepared assuming the company will continue as a going concern[242](index=242&type=chunk) - The auditor expresses concern about the company's ability to continue as a going concern due to net loss, negative cash flows from operating activities, and an accumulated deficit[242](index=242&type=chunk) - The financial statements do not include any adjustments that might result from the outcome of this uncertainty[242](index=242&type=chunk) [Basis for Opinion](index=46&type=section&id=Basis%20for%20Opinion) The audit, conducted under PCAOB standards, assessed financial statement risks and accounting principles, but did not include an opinion on internal control over financial reporting effectiveness - Audits were conducted in accordance with PCAOB standards, requiring reasonable assurance that financial statements are free of material misstatement[244](index=244&type=chunk) - The auditor was not engaged to perform an audit of internal control over financial reporting and expresses no opinion on its effectiveness[244](index=244&type=chunk) [Critical Audit Matters](index=46&type=section&id=Critical%20Audit%20Matters) The auditor determined that there were no critical audit matters for the current period audit of the financial statements - The auditor determined that there were no critical audit matters[246](index=246&type=chunk) [Consolidated Balance Sheets](index=47&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, at the end of the fiscal year [Balance Sheet Summary](index=47&type=section&id=Balance%20Sheet%20Summary) Greenwave's total assets increased to **$63.09 million** in 2024, while liabilities decreased to **$26.13 million**, resulting in a shift from a stockholders' deficit to positive equity, driven by capital increases and debt reductions Consolidated Balance Sheet Highlights | ASSETS | December 31, 2024 | December 31, 2023 | |:---|:---|:---| | Cash | $2,576,464 | $1,546,159 | | Inventories, net | 2,889,682 | 200,428 | | Accounts receivable, net | 1,254,390 | 646,413 | | Prepaid expenses | 921,580 | 296,761 | | **Total current assets** | **7,642,116** | **2,689,761** | | Property and equipment, net | 25,596,856 | 16,569,125 | | Property and equipment, net - Purchased from Related Party | 11,834,807 | 6,926,315 | | Licenses, net | 14,359,950 | 16,487,350 | | Customer list, net | 1,511,325 | 1,735,225 | | Intellectual property, net | 1,062,600 | 1,669,800 | | **Total assets** | **$63,087,617** | **$46,411,849** | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | December 31, 2024 | December 31, 2023 | |:---|:---|:---| | Bank overdraft | $231,696 | $118,763 | | Accounts payable and accrued expenses | 5,893,351 | 6,100,449 | | Accrued payroll and related expenses | 3,946,410 | 4,089,836 | | Non-convertible notes payable, current portion | 2,505,360 | 2,623,561 | | Convertible notes payable, current portion | 0 | 8,065,494 | | Related party note payable | 7,691,859 | 17,218,350 | | Due to related parties | 495,354 | 2,070,402 | | Operating lease obligations, current portion | 331,545 | 89,731 | | **Total current liabilities** | **21,095,575** | **40,487,826** | | Operating lease obligations, less current portion | 773,820 | 94,943 | | Convertible notes payable, net of unamortized debt discount | 0 | 4,032,747 | | Non-convertible notes payable, net of unamortized debt discount | 4,263,239 | 6,250,481 | | **Total liabilities** | **26,132,634** | **50,865,997** | | Preferred stock - Series A-1 | 450 | 0 | | Common stock | 26,091 | 113 | | Additional paid in capital | 533,240,788 | 391,411,896 | | Accumulated deficit | (496,312,346) | (395,866,157) | | **Total stockholders' equity (deficit)** | **36,954,983** | **(4,454,148)** | - Total assets increased by **$16.67 million (35.9%)** from **$46.41 million** in 2023 to **$63.09 million** in 2024[248](index=248&type=chunk) - Total liabilities decreased by **$24.73 million (48.6%)** from **$50.87 million** in 2023 to **$26.13 million** in 2024[248](index=248&type=chunk) - Total stockholders' equity (deficit) improved significantly from a deficit of **$(4.45) million** in 2023 to a positive **$36.95 million** in 2024[248](index=248&type=chunk) [Consolidated Statements of Operations](index=49&type=section&id=Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss over the fiscal year [Operations Summary](index=49&type=section&id=Operations%20Summary) Greenwave's net loss available to common stockholders significantly increased to **$(100.45) million** in 2024, driven by decreased revenues, increased operating expenses, and substantial deemed dividends, despite derivative liability gains Consolidated Statements of Operations Summary | | For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |:---|:---|:---| | Revenues | $33,315,859 | $35,667,982 | | Cost of Revenues | 20,326,381 | 21,184,579 | | Gross Profit | 12,989,478 | 14,483,403 | | Total Operating Expenses | 47,251,411 | 33,998,165 | | Loss From Operations | (34,261,933) | (19,514,762) | | Total Other Income (Expense) | 10,344,580 | (7,421,228) | | Net Loss | (23,917,353) | (26,935,990) | | Deemed dividend for the reduction of exercise price of warrants | (52,574,896) | (1,638,952) | | Deemed dividend for the reduction of the conversion price of a debt note | (23,953,940) | (5,022,200) | | Net Loss Available to Common Stockholders | $(100,446,189) | $(33,597,142) | | Net Loss Per Common Share: Basic | $(8.47) | $(385.81) | | Weighted Average Common Shares Outstanding: Basic | 11,853,520 | 87,082 | - Revenues decreased by **$2,352,123 (6.59%)** from **$35,667,982** in 2023 to **$33,315,859** in 2024[251](index=251&type=chunk) - Gross Profit decreased by **$1,493,925 (10.31%)** from **$14,483,403** in 2023 to **$12,989,478** in 2024[251](index=251&type=chunk) - Operating Expenses increased by **$13,253,246 (38.98%)** from **$33,998,165** in 2023 to **$47,251,411** in 2024[251](index=251&type=chunk) - Net Loss Available to Common Stockholders increased by **$66,849,047 (198.97%)** from **$(33,597,142)** in 2023 to **$(100,446,189)** in 2024[251](index=251&type=chunk) - Basic Net Loss Per Common Share was **$(8.47)** in 2024, compared to **$(385.81)** in 2023, reflecting a significant increase in weighted average common shares outstanding[251](index=251&type=chunk) [Consolidated Statements of Stockholders' Equity (Deficit)](index=51&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) Outlines changes in the company's equity accounts, including common stock, preferred stock, and accumulated deficit [Stockholders' Equity (Deficit) Summary](index=51&type=section&id=Stockholders%27%20Equity%20%28Deficit%29%20Summary) Greenwave's total stockholders' equity improved from a deficit to positive **$36.95 million** in 2024, primarily due to increased additional paid-in capital from stock/warrant issuances and debt conversions, despite an increased accumulated deficit from net loss Consolidated Stockholders' Equity (Deficit) Highlights | | December 31, 2024 | December 31, 2023 | |:---|:---|:---| | Preferred Stock Series A-1 | $450 | $0 | | Common Stock | $26,091 | $113 | | Additional Paid In Capital | $533,240,788 | $391,411,896 | | Accumulated Deficit | $(496,312,346) | $(395,866,157) | | **Total Stockholders' Equity (Deficit)** | **$36,954,983** | **$(4,454,148)** | - Total stockholders' equity (deficit) improved from **$(4,454,148)** in 2023 to **$36,954,983** in 2024[252](index=252&type=chunk) - Additional paid-in capital increased significantly from **$391,411,896** in 2023 to **$533,240,788** in 2024, driven by common stock and warrant issuances for cash, conversion of convertible debt, and deemed dividends[252](index=252&type=chunk) - The accumulated deficit increased from **$(395,866,157)** in 2023 to **$(496,312,346)** in 2024, reflecting the net loss[252](index=252&type=chunk) - Common stock shares outstanding increased from **113,096** in 2023 to **26,091,025** in 2024, due to cashless warrant exchanges, stock and warrant sales, and debt conversions[252](index=252&type=chunk) [Consolidated Statements of Cash Flows](index=54&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Reports the cash generated and used by the company across operating, investing, and financing activities [Cash Flows Summary](index=54&type=section&id=Cash%20Flows%20Summary) Greenwave's cash balance increased to **$2.58 million** in 2024, driven by significant financing activities that offset substantial cash used in operating and investing activities Consolidated Statements of Cash Flows Summary | Cash Flow Activity | For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |:---|:---|:---| | Net cash used in operating activities | $(17,254,723) | $(1,833,310) | | Net cash used in investing activities | $(15,921,990) | $(1,678,176) | | Net cash provided by financing activities | $34,207,018 | $4,235,841 | | Net increase (decrease) in cash | $1,030,305 | $724,355 | | Cash, end of year | $2,576,464 | $1,546,159 | - Net cash used in operating activities increased significantly from **$(1.83) million** in 2023 to **$(17.25) million** in 2024, primarily due to the increased net loss and changes in working capital[258](index=258&type=chunk) - Net cash used in investing activities increased from **$(1.68) million** in 2023 to **$(15.92) million** in 2024, mainly due to purchases of property and equipment, including from a related party[258](index=258&type=chunk) - Net cash provided by financing activities substantially increased from **$4.24 million** in 2023 to **$34.21 million** in 2024, driven by proceeds from common stock and warrant sales (**$40.37 million**) and warrant exercises (**$2.83 million**)[258](index=258&type=chunk) - Cash at the end of the year increased to **$2,576,464** in 2024 from **$1,546,159** in 2023[258](index=258&type=chunk) [Notes to Consolidated Financial Statements](index=56&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the consolidated financial statements [Nature of Operations and Basis of Presentation](index=56&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PRESENTATION) Greenwave transitioned to scrap metal recycling and hauling services in 2021, with consolidated financial statements prepared under U.S. GAAP including wholly-owned subsidiaries - Greenwave Technology Solutions, Inc. transitioned from a technology platform developer to the scrap metal industry in October 2021 with the acquisition of Empire Services, Inc., operating **13 metal recycling facilities**[261](index=261&type=chunk) - The company began offering hauling services to corporate clients in December 2022, utilizing a fleet of approximately **75 trucks**[262](index=262&type=chunk) - Consolidated financial statements are prepared in accordance with U.S. GAAP and include wholly-owned subsidiaries: Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc[263](index=263&type=chunk) [Going Concern and Management's Liquidity Plans](index=56&type=section&id=NOTE%202%20%E2%80%93%20GOING%20CONCERN%20AND%20MANAGEMENT%27S%20LIQUIDITY%20PLANS) Greenwave's significant working capital deficit of **$(13.45) million**, accumulated deficit of **$(496.31) million**, and negative operating cash flows of **$(17.25) million** as of December 31, 2024, raise substantial doubt about its going concern ability, with management planning further capital raises - As of December 31, 2024, the company had cash of **$2,576,464**, a working capital deficit of **$(13,453,459)**, and an accumulated deficit of **$(496,312,346)**[264](index=264&type=chunk) - Net cash used in operating activities was **$(17,254,723)** for the year ended December 31, 2024[264](index=264&type=chunk) - These conditions raise substantial doubt about the company's ability to continue as a going concern for one year from the issuance of the consolidated financial statements[264](index=264&type=chunk) - Management plans to raise additional funds by issuing equity securities (which would cause dilution) or debt financing (which may involve covenants)[266](index=266&type=chunk) [Summary of Significant Accounting Policies](index=56&type=section&id=NOTE%203%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Greenwave's financial statements adhere to U.S. GAAP, relying on management estimates for items like stock-based compensation and derivative liabilities, with key policies covering revenue recognition, inventory, leases, and segment reporting - Financial statements are prepared in conformity with U.S. GAAP, requiring management to make estimates and assumptions affecting reported amounts[269](index=269&type=chunk) - Significant estimates include stock-based compensation, fair values of derivative liabilities, payroll tax liabilities, deemed dividends, lease calculations, and asset impairments[269](index=269&type=chunk) - Revenue is recognized under ASC Topic 606, primarily from purchasing, processing, and selling scrap metal, and providing hauling services[279](index=279&type=chunk)[280](index=280&type=chunk) - Inventories are valued at the lower of net realizable value or cost (FIFO method) and include processed/unprocessed scrap metal, used/salvaged vehicles, and supplies[284](index=284&type=chunk) - The company accounts for leases under ASC 842, recognizing right-of-use assets and lease liabilities, and adopted ASU 2023-07 for segment reporting for the year ended December 31, 2024[276](index=276&type=chunk)[299](index=299&type=chunk)[304](index=304&type=chunk) [Recent Accounting Pronouncements](index=62&type=section&id=Recent%20Accounting%20Pronouncements) Outlines new accounting standards, including those for income taxes, segment reporting, and expense disaggregation - ASU 2023-09 (Income Taxes) requires enhanced disclosures for rate reconciliation and income taxes paid, effective for annual periods beginning January 1, 2025[303](index=303&type=chunk) - ASU 2023-07 (Segment Reporting) requires enhanced disclosures for reportable segments, adopted by the company for the year ended December 31, 2024[304](index=304&type=chunk) - ASU 2024-03 (Income Statement - Expense Disaggregation) requires specified information about certain costs and expenses, effective for annual periods beginning January 1, 2027[305](index=305&type=chunk) [Concentrations of Risk](index=63&type=section&id=NOTE%204%20%E2%80%93%20CONCENTRATIONS%20OF%20RISK) Greenwave faces significant customer and geographic concentration risks, with two customers accounting for over **60%** of 2024 revenues and sales concentrated in Virginia and northeastern North Carolina - For the fiscal year ended December 31, 2024, two large customers individually accounted for **55.99% ($18,654,928)** and **5.05% ($1,683,325)** of revenues[310](index=310&type=chunk) - Accounts receivable balances at December 31, 2024, showed concentration, with six large customers individually accounting for percentages ranging from **5.36% to 12.48%**[309](index=309&type=chunk) - The company's sales are concentrated in the Virginia and northeastern North Carolina markets[311](index=311&type=chunk) - In 2024, no single supplier accounted for more than **5%** of the company's cost of revenues, a change from 2023 where two suppliers accounted for **2.88%** and **1.77%** respectively[307](index=307&type=chunk)[308](index=308&type=chunk) [Inventories](index=63&type=section&id=NOTE%205%20%E2%80%93%20INVENTORIES) Greenwave's inventories, consisting of processed and unprocessed scrap metal, significantly increased to **$2.89 million** as of December 31, 2024, from **$0.20 million** in 2023. The company uses the first-in-first-out (FIFO) methodology and values inventories at the lower of net realizable value or cost Inventories (as of December 31) | | 2024 | 2023 | |:---|:---|:---| | Processed and unprocessed scrap metal | $2,889,682 | $200,428 | | Finished products | - | - | | **Inventories** | **$2,889,682** | **$200,428** | - Inventories, primarily processed and unprocessed scrap metal, increased significantly from **$200,428** in 2023 to **$2,889,682** in 2024[312](index=312&type=chunk) - The company calculates the value of inventories based on the net realizable value or cost, whichever is less, using the first-in-first-out (FIFO) methodology[284](index=284&type=chunk) [Property and Equipment](index=63&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT) Greenwave's net property and equipment increased to **$37.43 million** in 2024, driven by a **$15 million** related-party land and permits purchase, with depreciation expense of **$4.38 million** and impairment of **$0.44 million** Property and Equipment, Net (as of December 31) | | 2024 | 2023 | |:---|:---|:---| | Machinery & Equipment | $18,467,955 | $18,028,893 | | Vehicles | 20,679,716 | 7,149,919 | | Land | 3,641,579 | 980,129 | | Buildings | 724,170 | 724,170 | | Less accumulated depreciation | (7,974,269) | (5,256,392) | | **Property and equipment, net** | **$37,431,663** | **$23,495,440** | - Net property and equipment increased by **$13.94 million (59.3%)** from **$23,495,440** in 2023 to **$37,431,663** in 2024[315](index=315&type=chunk) - On December 2, 2024, the company purchased land and permits for **$15 million** from related parties, paid by issuing **450,000 shares** of Series A-1 Preferred Stock (**$3.30 million**) and an **$11.70 million** promissory note[313](index=313&type=chunk)[314](index=314&type=chunk) - Depreciation expense was **$4,379,393** in 2024, and impairment of equipment was **$439,086**[315](index=315&type=chunk) [Amortization of Intangible Assets](index=64&type=section&id=NOTE%207%20%E2%80%93%20AMORTIZATION%20OF%20INTANGIBLE%20ASSETS) Greenwave's net intangible assets, primarily licenses, intellectual property, and customer lists from the Empire acquisition, decreased to **$16.93 million** in 2024, with amortization expense of **$2.96 million** Intangible Assets, Net (as of December 31) | | December 31, 2024 (Carrying value) | December 31, 2023 (Carrying value) | |:---|:---|:---| | Intellectual Property | $1,062,600 | $1,669,800 | | Customer List | 1,511,325 | 1,735,225 | | Licenses | 14,359,950 | 16,487,350 | | **Total intangible assets, net** | **$16,933,875** | **$19,892,375** | - Net intangible assets decreased by **$2.96 million (14.9%)** from **$19,892,375** in 2023 to **$16,933,875** in 2024[316](index=316&type=chunk) - All identified intangible assets (intellectual property, customer list, licenses) were assumed upon the Empire acquisition on October 1, 2021[316](index=316&type=chunk) - Amortization expense for intangible assets was **$2,958,500** for both the years ended December 31, 2024 and 2023[317](index=317&type=chunk) [Advances and Non-Convertible Notes Payable](index=65&type=section&id=NOTE%208%20%E2%80%93%20ADVANCES%20AND%20NON-CONVERTIBLE%20NOTES%20PAYABLE) Greenwave retired all 2022-2024 factoring advances and a **$17.22 million** related-party note in 2024, while issuing a new **$11.70 million** related-party note for land and permits - All factoring advances from 2022-2023 were retired by December 31, 2023, or during 2024, with associated gains on settlement[318](index=318&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk) - New factoring advances totaling **$2,494,000** were entered into in early 2024, all of which were retired by December 31, 2024, with associated gains on settlement[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk) - A **$17,218,350** secured promissory note from a related party (for equipment purchase) was fully exchanged in 2024 for Series D Preferred Stock (**$10 million**) and common stock (**$7.22 million**)[353](index=353&type=chunk) - On December 2, 2024, a new **$11,699,916** secured promissory note was issued to a related party for the purchase of land and permits, with a principal balance of **$7,691,859** remaining at year-end after payments[355](index=355&type=chunk) Non-Convertible Notes Payable Principal Due (as of December 31, 2024) | | Principal (Current) | Principal (Long Term) | |:---|:---|:---| | GM Financial (Issued April 11, 2022) | $9,281 | - | | Deed of Trust Note (Issued September 1, 2022) | 53,712 | 507,610 | | Equipment Finance Note (Issued April 21, 2022) | 231,120 | 129,159 | | Equipment Finance Note (Issued September 14, 2022) | 635,095 | - | | Equipment Finance Note (Issued November 28, 2022) | 251,400 | 677,172 | | Equipment Finance Note (Issued January 10, 2023) | 408,096 | 52,227 | | Equipment Finance Note (Issued January 12, 2023) | 193,620 | 548,274 | | Equipment Finance Note (Issued February 24, 2023) | 287,460 | 499,515 | | Equipment Finance Note (Issued February 23, 2023) | 193,620 | 98,573 | | Equipment Finance Note (Issued April 12, 2023) | 51,780 | 159,933 | | DWM Property Note | 7,691,859 | - | | **Total Principal of Non-Convertible Notes** | **$10,197,219** | **$4,263,239** | [Accounts Payable and Accrued Expenses](index=72&type=section&id=NOTE%209%20%E2%80%93%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Greenwave's accounts payable and accrued expenses, primarily vendor payments, accrued interest, and legal bills, decreased to **$5.89 million** in 2024 Accounts Payable and Accrued Expenses (as of December 31) | | 2024 | 2023 | |:---|:---|:---| | Accounts Payable | $2,364,398 | $1,884,973 | | Credit Cards | 25,118 | 1,756 | | Accrued Interest | 2,439,466 | 2,074,016 | | Accrued Expenses | 1,064,369 | 2,139,704 | | **Total Accounts Payable and Accrued Expenses** | **$5,893,351** | **$6,100,449** | - Total accounts payable and accrued expenses decreased by **$207,098 (3.4%)** from **$6,100,449** in 2023 to **$5,893,351** in 2024[360](index=360&type=chunk) - These balances are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills[359](index=359&type=chunk) [Accrued Payroll and Related Expenses](index=72&type=section&id=NOTE%2010%20%E2%80%93%20ACCRUED%20PAYROLL%20AND%20RELATED%20EXPENSES) Greenwave's accrued payroll and related expenses, including penalties for delinquent payroll taxes from 2016-2021, decreased to **$3.95 million** in 2024 - As of December 31, 2024, the company owed payroll tax liabilities, including penalties, of **$3,946,410**, a decrease from **$4,089,836** in 2023[361](index=361&type=chunk) - The company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, and payroll for 2018, 2019, 2020, and 2021[361](index=361&type=chunk) - The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities[361](index=361&type=chunk) [Commitments and Contingencies](index=72&type=section&id=NOTE%2011%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCES) Greenwave is involved in various legal proceedings, including a breach of contract lawsuit, and is addressing a Nasdaq bid price deficiency with an extension until **September 8, 2025** - The company is subject to various lawsuits and legal proceedings arising in the ordinary course of business[362](index=362&type=chunk) - On October 25, 2024, Arena Special Opportunities Fund, LP filed a lawsuit alleging a purported breach of contract based on an alleged equity conditions failure[363](index=363&type=chunk) - The company received notice from Nasdaq on September 13, 2024, regarding non-compliance with the **$1.00 minimum bid price requirement**[364](index=364&type=chunk) - Nasdaq granted an additional **180-calendar day period** until **September 8, 2025**, to regain compliance, with a reverse stock split being a potential option[365](index=365&type=chunk)[368](index=368&type=chunk) [Leases](index=73&type=section&id=NOTE%2012%20%E2%80%93%20LEASES) Greenwave leases various properties, including a new Cleveland scrap yard, and rents 13 scrap yards from a related party, with total ROU assets of **$1.05 million** and lease liabilities of **$1.11 million** in 2024 - The company leases facilities and certain automobiles under operating leases expiring on various dates through 2027[369](index=369&type=chunk) - On July 31, 2023, the company terminated leases for **12 scrap yards**, resulting in a gain on termination of **$108,863**[374](index=374&type=chunk) - Since August 1, 2023, the company has been renting land for **13 scrap yards** from a related party, with aggregate rent increasing to **$124,970 per month** effective April 1, 2024[374](index=374&type=chunk) - On March 15, 2024, the company entered into leasing agreements for a scrap yard in Cleveland, OH, with escalating monthly payments[375](index=375&type=chunk) ROU Assets and Lease Liabilities (as of December 31) | | 2024 | 2023 | |:---|:---|:---| | ROU assets | $1,048,070 | $198,558 | | Total ROU assets | $1,048,070 | $302,380 | | Total lease liabilities | $1,105,365 | $295,914 | - Rent expense for the year ended December 31, 2024, was **$1,998,428**[382](index=382&type=chunk) [Convertible Notes Payable](index=75&type=section&id=NOTE%2013%20%E2%80%93%20CONVERTIBLE%20NOTES%20PAYABLE) Greenwave's convertible notes payable were fully retired by December 31, 2024, after significant conversions of a **$18 million** senior secured note into common shares, resulting in a **$14.21 million** loss from conversion premiums - The carrying value of convertible notes was **$0** as of December 31, 2024, down from **$12,098,241** in 2023[391](index=391&type=chunk) - An **$18 million** senior secured convertible note was issued in July 2023, with an original conversion price of **$225.00**[384](index=384&type=chunk) - The conversion price of the Senior Notes was reduced multiple times in 2023 and 2024 (to **$153.00**, then **$29.40**, then **$7.50**) due to registered direct offerings and warrant inducements, triggering deemed dividends[386](index=386&type=chunk)[388](index=388&type=chunk)[389](index=389&type=chunk) - During 2024, holders converted **$16,502,905** of principal into **2,478,459 common shares**, resulting in a **$14,213,480** loss from conversion premiums[390](index=390&type=chunk) - The convertible notes payable were fully retired by December 31, 2024[391](index=391&type=chunk) [Derivative Liabilities and Fair Value Measurements](index=77&type=section&id=NOTE%2014%20%E2%80%93%20DERIVATIVE%20LIAB

Core Insights - Greenwave Technology Solutions, Inc. (Nasdaq: GWAV) is positioned to benefit from recent tariffs on all foreign steel and aluminum imports, which are now effective without exception or exclusion [1][3] - The company has accumulated inventory valued at over $10 million with margins exceeding 50% based on current market prices, indicating strong financial health [1] - Scrap steel prices have surged more than 20% in the past month and are expected to continue rising, which will drive significant revenue growth and margin expansion for Greenwave [1] Company Operations - Greenwave operates 13 metal recycling facilities across Virginia, North Carolina, and Ohio, supplying 100% domestically-sourced scrap metal to major industry players such as Nucor, Sims, and Cleveland-Cliffs [6][7] - The company is the leading scrap metal chain in Hampton Roads, which is strategically located near the world's largest naval base and major defense contractors, ensuring a consistent supply of military-grade scrap metal [2][5] - Greenwave routinely secures contracts from the U.S. Federal Government and major corporations, providing a stable supply channel of high-quality scrap metal [5] Market Dynamics - The metal tariffs are expected to remain in effect for the foreseeable future due to national security concerns, reducing dependence on foreign entities for essential raw materials [3] - President Trump's shipbuilding initiative is anticipated to increase demand for scrap metal in Greenwave's primary market, which includes significant naval construction and maintenance operations [4][6] - Forthcoming copper tariffs are also expected to accelerate revenue growth and margin expansion for the company [6]

Core Viewpoint - Greenwave Technology Solutions is experiencing significant margin expansion due to a surge in scrap steel prices, which have increased over 20% in the past month, and anticipates further growth driven by upcoming tariffs on copper imports and the opening of a new steelmaking facility by Nucor Corporation [1][5]. Group 1: Company Operations - Greenwave operates 13 metal recycling facilities across Virginia, North Carolina, and Ohio, providing 100% domestically-sourced scrap metal to major industry players such as Nucor, Sims, Cleveland-Cliffs, and Georgia-Pacific [2][9]. - The company holds a competitive advantage through a portfolio of operational licenses for its recycling facilities, which are protected by grandfathered municipal codes, creating significant barriers to entry for competitors [4]. Group 2: Market Position and Growth Catalysts - The upcoming tariffs on steel and aluminum imports are expected to strengthen national security and remain in effect for the foreseeable future, benefiting Greenwave's operations [3]. - Greenwave's strategic positioning near the largest U.S. Naval Base in Norfolk allows it to maintain a steady supply of military-grade scrap metal, which is crucial for national security projects [6][7]. - The opening of Nucor's new steelmaking facility in Lexington, North Carolina, with a processing capacity of 430,000 tons annually, is projected to significantly increase regional demand for recycled steel [5]. Group 3: Financial Implications - The surge in scrap steel prices is expected to drive revenue growth and margin expansion for Greenwave, with prices anticipated to rise further [1][2]. - The company has recently acquired real estate for seven of its core facilities, reducing annual rent expenses by approximately $1.7 million, which enhances cash flow and positions the company for potential strategic transactions [4]. Group 4: Industry Context - The limited supply of scrap metal in the market, combined with increasing demand driven by initiatives such as President Trump's shipbuilding program, positions Greenwave to capitalize on a growing market for domestic scrap metal [8].

Core Viewpoint - Greenwave Technology Solutions, Inc. is poised to benefit significantly from the upcoming 25% tariffs on steel and aluminum, which are expected to drive demand and increase profit margins in the metal recycling industry [1][2]. Company Overview - Greenwave operates 13 metal recycling facilities and supplies domestically-sourced metals to leading steel mills and industrial partners [3]. - The company is headquartered in Chesapeake, VA, and has operations across Virginia, North Carolina, and Ohio, playing a critical role in infrastructure projects and U.S. national security [3]. Financial Outlook - Greenwave has raised its revenue guidance for fiscal year 2025 to between $47 million and $50 million, anticipating surging demand for recycled metals due to the new tariffs [2]. - The strategic positioning of Greenwave in the Mid-Atlantic region places it at the center of the shifting dynamics in the U.S. steel and metals industry towards domestic sourcing [2].

Core Insights - Greenwave Technology Solutions, Inc. has selected GreenSpark as its core platform to enhance operational efficiency and revenue growth in the metal recycling sector [1][3] - GreenSpark has raised approximately $25 million from notable investors, indicating strong momentum with a customer base growth of over 300% in the past year [2][6] - The partnership is expected to significantly contribute to Greenwave's revenue and margin growth starting in March 2025, aligning with its ambitious growth plans [3][4] Company Overview - Greenwave operates 13 metal recycling facilities and supplies 100% U.S.-sourced metals to major industry players, playing a critical role in infrastructure and national security [5] - GreenSpark provides AI-driven software solutions aimed at improving customer relationships and increasing revenue and profit margins for metal recyclers [6] Market Position - The integration of GreenSpark's platform positions Greenwave alongside over 500 top-tier scrap yard locations, enhancing its competitive edge in the multi-billion-dollar scrap metal industry [3][4] - Greenwave has recently raised its 2025 revenue outlook to between $47 million and $50 million, reflecting robust growth influenced by market conditions [7]

Core Insights - Greenwave Technology Solutions, Inc. anticipates significant revenue growth due to upcoming copper tariffs and has raised its revenue guidance for Fiscal Year 2025 to $47-$50 million [1][5] - The company is strategically positioned to benefit from the U.S. government's focus on domestic metal recycling, particularly with the elimination of exemptions on steel and aluminum tariffs set to take effect in March 2025 [3][4] - Greenwave's operational licenses and long-standing relationships with key suppliers provide a competitive advantage in the tightly regulated scrap metal market [10][13] Revenue Growth Drivers - Greenwave has secured multiple government contracts, including a significant contract for recycling 550,000 pounds of non-ferrous metal, expected to boost revenues by approximately $2 million in Q4 2024 and Q1 2025 [7] - The company is also focusing on contracts related to critical regional infrastructure projects, which are anticipated to further enhance revenue streams [7][8] - The strategic location of Greenwave's facilities near major naval and port operations allows access to a steady supply of scrap metal, enhancing its operational efficiency [5][14] Market Position and Competitive Advantage - Greenwave holds a portfolio of operational licenses that create barriers to entry for competitors, ensuring a stable market position [10] - The company has established a strong relationship with Sims Metal, generating significant revenue over the years, which underscores market confidence in Greenwave's capabilities [10][12] - The anticipated opening of Nucor's new steelmaking facility in Lexington, NC, is expected to increase regional demand for Greenwave's recycled metal products [8] Industry Context - The scrap metal industry is experiencing consolidation, with major players acquiring assets to secure raw material supplies, indicating a robust market environment for Greenwave [15] - The U.S. government's infrastructure spending is driving demand for recycled metals, positioning Greenwave favorably within the industry [14] - The anticipated shift towards domestic sourcing due to tariffs is expected to increase the proportion of revenue from U.S. sales to 75% in 2025, up from 41% historically [14]

Core Viewpoint - Greenwave Technology Solutions, Inc. is positioned to benefit significantly from anticipated copper tariffs announced by President Trump, which could lead to increased revenue due to its provision of 100% domestically-sourced recycled metals to major industry players [1][2]. Group 1: Company Overview - Greenwave operates 13 metal recycling facilities and supplies leading steel mills and industrial partners with 100% domestically-sourced metals [4]. - The company is headquartered in Chesapeake, Virginia, and plays a critical role in infrastructure projects and U.S. national security [4]. Group 2: Financial Outlook - Greenwave has raised its revenue guidance for Fiscal Year 2025 to between $47 million and $50 million [1]. - The company anticipates surging demand and expanding profit margins throughout Fiscal Year 2025 due to the shift in the U.S. steel and metals industry towards domestic sourcing [3]. Group 3: Market Position - Greenwave is recognized as one of the dominant suppliers of mill-ready shred and other recycled metals in the Mid-Atlantic region [3]. - Its strategic locations in Virginia, North Carolina, and Ohio position the company at the center of significant industry dynamics [3].