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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ___________to ____________

Commission File Number 001-41452

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(Exact name of business as specified in its charter)

Delaware		46-2612944
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4016 Raintree Rd, Ste 300, Chesapeake, VA		23321
(Address of principal executive offices)		(Zip code)

4016 Raintree Rd, Ste 300, Chesapeake, VA		23321
(Address of principal executive offices)		(Zip code)

(800) 966-1432

(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
Common Stock, $0.001 par value per share		GWAV		The Nasdaq Stock Market, LLC

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. Yes ☐ No ☒

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). Yes ☐ No ☒

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 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	☐

Non-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 ~~February~~March 56, 2026, there were 829,631 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)		5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34	33
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	40	39
ITEM 4.	Controls and Procedures	40	39
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	41	40
ITEM 1A.	Risk Factors	41	40
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41	40
ITEM 3.	Defaults Upon Senior Securities	41	40
ITEM 4.	Mine Safety Disclosures	41	40
ITEM 5.	Other Information	41	40
ITEM 6.	Exhibits	42	41
SIGNATURES		46	45

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 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.
	●	Our failure to satisfy applicable listing standards of the Nasdaq Capital Market resulting in a potential delisting of our common stock.
	●	The substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Compliance with existing and future climate change and greenhouse gas emission laws and regulations which may adversely impact our operating results.

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.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			December 31,
	September 30			December 31
	2025			2024
	2025 (Unaudited)			2024
ASSETS
Current assets:
Cash	$	51,~~291~~450,~~625~~367		$	2,576,464
Inventories, net		12,~~138~~777,~~232~~310			2,889,682
Accounts receivable, net of allowance for doubtful accounts		21,~~214~~868,~~204~~646			1,254,390
Prepaid expenses		1928,~~332,893~~792			921,580
Total current assets		97,~~976~~025,~~954~~115			7,642,116
Property and equipment, net		26,~~983~~856,~~996~~636			25,596,856
Property and equipment, net - related party		11,057,698			11,834,807
Property and equipment, net - Related Party		10,662,704			11,834,807
Property and equipment, net		1110,~~057~~662,~~698~~704			11,834,807
Operating lease right of use assets, net		~~617~~559,~~525~~434			1,048,070
Licenses, net		1312,~~296~~764,~~250~~400			14,359,950
Customer list, net		1,~~399~~343,~~375~~400			1,511,325
Intellectual property, net		~~759~~607,~~000~~200			1,062,600
Intangible assets, net		~~759~~607,~~000~~200			1,062,600
Security deposit		31,893			31,893
Total assets	$	6459,~~122~~850,~~691~~782		$	63,087,617
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	47152,~~343~~117		$	231,696
Accounts payable and accrued expenses		6,~~426~~966,~~500~~076			5,893,351
Accrued payroll and related expenses		3,946,~~412~~411			3,946,410
Non-convertible notes payable, current portion, net of unamortized debt discount of $315,374 and $633,396, respectively		2,101,647			2,505,360
Non-convertible notes payable, current portion, net of unamortized debt discount of $338,729 and $633,396, respectively		1,802,425			2,505,360
Related party note payable		5,391,859			7,691,859
Due to related parties		12,~~323~~208,~~106~~742			495,354
Operating lease obligations, current portion		272,~~656~~566			331,545
Total current liabilities		1920,~~509~~740,~~523~~196			21,095,575
Operating lease obligations, less current portion		~~346~~279,~~727~~786			773,820
Non-convertible notes payable, net of unamortized debt discount of $1,799,559 and $1,076,554, respectively		6,316,190			4,263,239
Non-convertible notes payable, net of unamortized debt discount of $1,691,508 and $1,076,554, respectively		6,158,228			4,263,239
Total liabilities		2627,~~172~~178,~~440~~210			26,132,634
Commitments and contingencies (See Note 11)		-			-
Stockholders’ equity:
Stockholders’ equity (deficit):
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series A-1, $0.001 par value, $100,000 stated value, 450,000 and 450,000 shares authorized; 450,000 and 450,000 shares issued and outstanding, respectively		450			450
Preferred stock, value		450			450
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 556,087 and 237,191 shares issued and outstanding, respectively		556			237
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 693,431 and 237,191 shares issued and outstanding, respectively		693			237
Additional paid in capital		546,~~844~~846,~~893~~245			533,266,642
Accumulated deficit		(~~508~~514,~~895~~174,~~648~~816	)		(496,312,346	)
Total stockholders’ equity		3732,~~950~~672,~~251~~572			36,954,983
Total liabilities and stockholders’ equity	$	6459,~~122~~850,~~691~~782		$	63,087,617

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenues	$	1012,~~996~~676,~~282~~052		$	78,~~881~~505,~~895~~187		$	1831,~~329~~049,~~992~~810		$	1624,~~386~~891,~~672~~859
Cost of Revenues		89,~~883~~178,~~117~~202			54,~~598~~959,~~040~~908			1221,~~730~~952,~~164~~132			1015,~~838~~798,~~556~~464
Gross Profit		23,~~113~~497,~~165~~850			23,~~283~~545,~~855~~279			59,~~599~~097,~~828~~678			59,~~548~~093,~~116~~395
Operating Expenses:
Advertising		-10,818			-1,016			5364,~~399~~362			23,~~374~~390
Payroll and related expenses		23,~~557~~098,~~530~~663			12,~~705~~273,~~823~~985			47,~~532~~630,~~015~~678			35,~~443~~717,~~851~~836
Rent, utilities and property maintenance ($48,056 and $584,505; $123,319 and $777,225 to related party, respectively)		247,231			844,260			463,920			1,288,132
Rent, utilities and property maintenance ($75,622 and $402,720, respectively, to related-party)		305,356			671,178			769,276			1,959,310
Hauling and equipment maintenance		~~827~~2,~~027~~070,847			1,~~774~~785,~~273~~388			24,~~100~~171,~~884~~731			24,~~375~~161,~~835~~223
Depreciation and amortization expense		2,~~154~~158,~~969~~931			1,~~652~~926,~~232~~173			46,~~274~~433,~~212~~142			35,~~291~~217,~~047~~220
Stock based compensation for services		-			~~2,716,008~~-			100,000			3,004,909
Consulting, accounting and legal		~~176~~217,~~529~~238			1246,~~621,874~~034			~~600~~817,~~092~~330			2,~~234~~480,~~145~~179
Loss on disposal of fixed asset		88,723			-			49,188			-
Gain on asset		(298,431	)		-			(249,243	)		-
Stock compensation		-			20,833			-			41,666
Stock Compensation		-			20,709			-			62,375
Other general and administrative expenses		~~712~~852,~~551~~768			~~909~~1,~~724~~057,392			12,~~959~~811,~~020~~644			12,~~639~~696,~~054~~446
Total Operating Expenses		68,~~764~~416,~~560~~190			117,~~245~~981,~~027~~875			1422,~~132~~548,~~730~~920			1725,~~321~~302,~~013~~888
Loss From Operations		(4,~~651~~918,~~395~~340	)		(84,~~961~~436,~~172~~596	)		(813,~~532~~451,~~902~~242	)		(1116,~~772~~209,~~897~~493	)
Other Income (Expense):
Interest expense and amortization of debt discount		(1326,~~336,449~~313	)		(2361,~~497,911~~070	)		(2,~~147~~473,~~302~~615	)		(45,~~692~~053,~~140~~210	)
Other income		~~349~~-			-			26,970			1,351
Other income - related party		~~56,100~~-			-			56,100			-
Equity issued for warrant inducement		-			-			-			(3,029,927	)
Shares issued for warrant inducement		-			-			-			(3,029,927	)
Loss on extinguishment of debt		-(33,026	)		~~(16,351,827~~-	)		-980,769			(16,351,827	)
Change in fair value of derivative liabilities		-			~~48,314,949~~-			-			48,314,949
Loss on conversion of convertible notes		-			(14,237,678	)		-			(14,213,480	)
Gain on conversion of convertible notes		-			-			-			(14,213,480	)
Gain on settlement of non-convertible notes payable and advances		~~1,013,796~~-			~~1,056,962~~-			~~1,013,796~~-			1,056,962
Shares issued for financing		-			-			-			(52,182	)
Total Other Income (Expense)		(266,204	)		16,284,495			(1,050,436	)		11,033,706
Total Other (Expense) Income		(359,339	)		(361,070	)		(1,409,776	)		10,672,636
Net Income (Loss) Before Income Taxes		(4,917,599	)		7,323,323			(9,583,338	)		(739,191	)
Net Loss Before Income Taxes		(5,277,679	)		(4,797,666	)		(14,861,018	)		(5,536,857	)
Provision for Income Taxes (Benefit)		-			-			-			-
Net Income (Loss)		(4,917,599	)		7,323,323			(9,583,338	)		(739,191	)
Net Loss		(5,277,679	)		(4,797,666	)		(14,861,018	)		(5,536,857	)
Deemed dividend for the reduction of exercise price of warrants		-			~~(51,130,572~~-	)		(2,999,964	)		(52,574,896	)
Deemed dividend for the reduction of the conversion price of a debt note		-			-			-			(23,953,940	)
Net Loss Available to Common Stockholders	$	(45,~~917~~277,~~599~~679	)	$	(434,~~807~~797,~~249~~666	)	$	(1217,~~583~~860,~~302~~982	)	$	(7782,~~268~~065,~~027~~693	)
Net Loss Per Common Share:
Basic	$	(8.9889	)	$	(~~921~~28.4674	)	$	(2534.0105	)	$	(31,~~186~~135.5868	)
Diluted	$	(8.9889	)	$	(~~921~~28.4674	)	$	(2534.0105	)	$	(31,~~186~~135.5868	)
Weighted Average Common Shares Outstanding:
Basic		~~547~~593,~~695~~980			47166,~~541~~937			~~503~~524,~~110~~554			2472,~~248~~261
Diluted		~~547~~593,~~695~~980			47166,~~541~~937			~~503~~524,~~110~~554			2472,~~248~~261

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount			In Capital			Deficit			Total
	Preferred Stock				Preferred Stock
	Preferred Stock Series D to be Issued				Preferred Stock Series A-1				Common Stock					Additional Paid			Accumulated
	Series D to be Issued				Series A-1				Common Stock					Additional Paid			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount			In Capital			Deficit			Total
Balance at December 31, 2024		-	$	-		450,000	$	450		237,191	$	237	-	$	533,266,642		$	(496,312,346	)	$	36,954,983
Common stock and warrants issued for cash, net of fees		-		-		-		-		224,039		224			9,143,582			-		$	9,143,806
Common stock issued for cashless exchange of warrants		-		-		-		-		55,066		55			(55	)		-		$	-
Deemed dividend for the reduction of the exercise price of warrants		-		-		-		-		-		-			2,999,964			(2,999,964	)	$	-
Common stock issued for services rendered		-		-		-		-		3,427		43			99,996			-		$	~~100~~99,~~000~~999
Net loss		-		-		-		-		-		-	-		-			(4,665,739	)	$	(4,665,739	)
				-		-		-		-		-			-			-		$	-
Balance at March 31, 2025		-	$	-		450,000	$	450		519,723	$	520	-	$	545,510,129		$	(503,978,049	)	$	41,533,050
Common stock and warrants issued for cash, net of fees		-	$	-		-	$	-		36,364	$	36		$	1,334,764		$	-		$	1,334,800
Net loss		-		-		-		-		-		-	-		-			(4,917,599	)		(4,917,599	)
Balance at June 30, 2025		-	$	-		450,000	$	450		556,087	$	556	-	$	546,844,893		$	(508,895,648	)	$	37,950,251
Common stock issued for cashless exchange of warrants		-	$	-		-	$	-		137,185	$	137		$	(137	)	$	-		$	-
Common stock issued for rounding in reverse split		-		-		-		-		159		-			1,489			(1,489	)		-
Net loss		-		-		-		-		-		-	-		-			(5,277,679	)		(5,277,679	)
Balance at September 30, 2025		-	$	-		450,000	$	450		693,431	$	693	-	$	546,846,245		$	(514,174,816	)	$	32,672,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024

(Unaudited)

	Shares			Amount			Shares		Amount		Shares			Amount			Receivable			In Capital			Deficit			Total
	Preferred Stock										Common Stock
	Preferred Stock Series D to be Issued						Common Stock				Common Stock to be Issued						Subscription			Additional Paid			Accumulated
	Series D to be Issued						Common Stock				to be Issued						Subscription			Additional Paid			Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Receivable			In Capital			Deficit			Total
Balance at December 31, 2023		-		$	-			1,028	$	1		-		$	-		$	-		$	391,412,008		$	(395,866,157	)	$	(4,454,148	)
Exchange of non-convertible note into shares of Series D Preferred		1,000			1			-		-		-			-			-			9,999,999			-		$	10,000,000
Common stock issued for the conversion of convertible debt notes		-			-			658		1		-			-			-			2,042,541			-		$	2,042,542
Common stock issued for the exercise of warrants for cash		-			-			972		1		15			1			(67,923	)		2,834,739			-		$	2,766,818
Stock based compensation		-			-			-		-		-			-			-			288,900			-		$	288,900
Equity issued for warrant inducement		-			-			-		-		-			-			-			3,029,927			-		$	3,029,927
Deemed dividend for the reduction of the conversion price of a debt note		-			-			-		-		-			-			-			23,953,940			(23,953,940	)	$	-
Deemed dividend for the reduction of the exercise price of warrants		-			-			-		-		-			-			-			1,444,324			(1,444,324	)	$	-
Net loss		-			-			-		-		-			-			-			-			(8,062,514	)	$	(8,062,514	)
Balance at March 31, 2024		1,000		$	1			2,658	$	3		15		$	1		$	(67,923	)	$	435,006,378		$	(429,326,935	)	$	5,611,525
Balance		1,000		$	1			2,658	$	3		15		$	1		$	(67,923	)	$	435,006,378		$	(429,326,935	)	$	5,611,525
Exchange of Series D Preferred into Common		(1,000	)	$	(1	)		12,121	$	12		-		$	-		$	-		$	(11	)	$	-		$	-
Exchange of Series D Preferred into Common		(1,000	)	$	(1	)		12,121	$	12		-		$	-			-		$	(11	)	$	-		$	-
Common stock issued for the conversion of convertible debt notes		-			-			25,622		26		-			-			-			35,910,735			-		$	35,910,761
Sale of Commons Shares and Warrants for Cash		-			-			74,099		74		(15	)		(1	)		67,923			40,369,043			-		$	40,437,039
Equity Issued for Services		-			-			-		-		-			-			-			2,716,009			-		$	2,716,009
Modification of conversion feature on debt		-			-			-		-		-			-			-			12,388,229			-		$	12,388,229
Deemed dividend for the reduction of the exercise price of warrants		-			-			-		-		-			-			-			51,130,572			(51,130,572	)	$	-
Establishment of derivative liabilities due to authorized share shortfall		-			-			-		-		-			-			-			(64,951,789	)		-		$	(64,951,789	)
Settlement of derivative liabilities upon stock split		-			-			-		-		-			-			-			16,636,840			-		$	16,636,840
Rounding for share adjusted in reverse split		-			-			1,415		1		-			-			-			(1	)		-		$	-
Net income		-			-			-		-		-			-			-			-			7,323,323		$	7,323,323
Net income (loss)		-			-			-		-		-			-			-			-			7,323,323		$	7,323,323
Balance at June 30, 2024		-		$	-			115,915	$	116		-		$	-		$	-		$	529,206,005		$	(473,134,184	)	$	56,071,937
Balance		-		$	-			115,915	$	116		-		$	-		$	-		$	529,206,005		$	(473,134,184	)	$	56,071,937
Common stock issued for the cashless exchange of warrant		-		$	-			87,528	$	88		-		$	-		$	-		$	(88	)	$	-		$	-
Net Income		-			-			-		-		-			-			-			-			(4,797,666	)	$	(4,797,666	)
Net Income (Loss)		-			-			-		-		-			-			-			-			(4,797,666	)	$	(4,797,666	)
Balance at September 30, 2024		-		$	-			203,443	$	204		15		$	1		$	-		$	529,205,916		$	(477,931,850	)	$	51,274,270
Balance		-		$	-			203,443	$	204		15		$	1		$	-		$	529,205,916		$	(477,931,850	)	$	51,274,270

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(Unaudited)

	2025			2024
	For the Six Months Ended June 30 ,
	For the Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(914,~~583~~861,~~338~~018	)	$	(~~739~~5,~~191~~536,857	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization of intangible assets		46,~~274~~433,~~212~~142			35,~~291~~217,~~047~~220
Amortization of right of use assets, net - related-party		-			4976,~~960~~874
Amortization of right of use assets, net		~~430~~488,~~545~~636			~~104~~162,~~935~~057
Interest and amortization of debt discount		2,~~147~~473,~~302~~615			45,~~692~~053,~~140~~210
Loss on conversion of debt		-			14,213,480
Loss on disposal of fixed assets		49,188			-
Gain on settlement of non-convertible notes payable and advances		-			(1,056,962	)
Gain on settlement of non-convertible notes payable and advances		(1,013,796	)		(1,056,962	)
Gain on asset		(249,243	)		-
Stock based compensation		-			62,375
Stock based compensation for services		100,000			3,004,909
Stock based compensation		-			41,666
Equity issued for warrant inducement		-			3,029,927
Loss on extinguishment		-(980,769	)		16,351,827
Change in fair value of derivative liability		-			(48,314,949	)
Changes in operating assets and liabilities:
Due to related party		~~566~~1,~~874~~318,511			(52,~~652~~070,~~583~~402	)
Inventories		1112,~~751,450~~372			(~~922~~1,~~974~~944,850	)
Accounts receivable		(~~959~~614,~~813~~256	)		(~~301~~1,~~210~~384,461	)
Prepaid expenses		(~~411~~7,~~312~~212	)		(~~499~~293,~~079~~136	)
Accounts payable and accrued expenses		(267,563	)		(1,143,496	)
Security deposit		-			-
Accrued payroll and related expenses		472,405			(105,131	)
Accounts payable and accrued expenses		220,029			(929,322	)
Principal payments made on operating lease liability		(485,981	)		(129,118	)
Accrued payroll and related expenses		258,915			(202,804	)
Net cash used in operating activities		(2,929,827	)		(14,084,802	)
Principal payments made on operating lease liability - related-party		-			(83,430	)
Principal payments made on operating lease liability		(553,013	)		(110,732	)
Net cash used in operating activities		(5,860,291	)		(14,756,026	)
Cash flows from investing activities:
Purchases of property and equipment		(781,651	)		(2,560,135	)
Purchases of property and equipment - related-party		-			(3,582,181	)
Disposal of asset		152,000			-
Purchases of property and equipment		(1,520,748	)		(6,720,035	)
Net cash used in investing activities		(629,651	)		(2,560,135	)
Disposal of asset		450,431			-
Net cash used in investing activities		(1,070,317	)		(10,302,216	)
Cash flows from financing activities:
Bank overdrafts		(79,577	)		247,842
Proceeds from issuance of common stock with warrants		10,478,606			40,369,116
Proceeds from warrant exercises		-			2,834,632
Proceeds from sale of common stock and warrants		9,143,806			40,369,116
Cash received for shares in abeyance		1,334,800			-
Repayment of convertible notes		(2,300,000	)		(1,497,083	)
Bank overdrafts		(184,053	)		235,584
Repayment of a non-convertible notes payable		(2,294,518	)		(2,548,331	)
Repayment of non-convertible notes payable		(1,719,614	)		(1,845,919	)
Repayment of non-convertible notes payable – Related party					-
Proceeds from factoring		-			2,843,950
Repayments of factoring		-			(3,538,388	)
Net cash provided by financing activities		65,~~274~~804,~~939~~511			3938,~~401~~711,~~892~~738
Net increase in cash		2(1,~~715~~126,~~461~~097	)		2213,~~756~~653,~~955~~496
Cash, beginning of year	$	2,576,464		$	1,546,159
Cash, end of year	$	5,291,925		$	24,303,114
Cash, end of period	$	1,450,367		$	15,199,655
Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	~~386~~405,~~931~~790		$	~~327~~345,~~339~~370
Cash paid during period for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Deemed dividend for exercise price reduction of note	$	-		$	52,574,896
Deemed dividend for conversion price reduction of note	$	-		$	52,574,896
Equipment purchased by issuance of non-convertible notes payable	$	6,127,989		$	-
Deemed dividend for conversion price reduction of warrants	$	2,999,964		$	23,953,940
Non-convertible notes settled with disposal of property	$	3,302,469		$	-
Common shares issued for cashless exchange of warrants	$	55		$	-
Deemed dividend for exercise price reduction of warrants	$	2,999,964		$	23,953,940
Exchange of notes to Series D Preferred	$	-		$	10,000,000
Exchange of related party notes to Series D Preferred	$	-		$	10,000,000
Increase in right of use assets and operating lease liabilities	$	-		$	1,070,298
Common shares issued for exchange of Series D	$	-		$	1,333,333
Common shares issued for cashless exchange of warrants	$	192		$	10
Common shares issued upon conversion of Series Z Preferred	$	-		$	1,333,333
Rounding for reverse split	$	-		$	156
Asset Purchase from DWM Properties	$	-		$	3,582,181
Asset purchases adjusted from accounts receivable	$	-		$	137,500
Common shares issued upon conversion of convertible notes and accrued interest	$	-		$	2,890,818
Legal fees paid out of warrant exercise	$	-		$	139,955
Assets purchased adjusted from Accounts Receivable	$	-		$	137,500
Common shares issued upon conversion of convertible notes and accrued interest	$	-		$	2,890,818

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025 (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~~nine months ended ~~June~~September 30, 2025 and 2024, its cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and its financial position as of ~~June~~September 30, 2025 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, 2024 as filed with the SEC on April 15, 2025 (the “Annual Report”). The December 31, 2024 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of ~~June~~September 30, 2025, the Company had cash of $51,~~291~~450,~~625~~ 367 and a working capital deficit (current liabilities in excess of current assets) of $(913,~~532~~715,~~569~~081). The accumulated deficit as of ~~June~~September 30, 2025, was $(~~508~~514,~~895~~174,~~648~~816). For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company had a loss from operations of $813,~~532~~451,~~902~~ 242 and cash used in operating activities of $25,~~929~~860,~~827~~291. 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.

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, deemed dividends, assumptions used in right-of-use and lease liability calculations, 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~~September 30, 2025 and December 31, 2024, 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 $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of ~~June~~September 30, 2025 and December 31, 2024, the uninsured balances amounted to $4892,~~719,167~~887 and $2,363,785, respectively.

Property and Equipment, net

We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our 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 our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our 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.

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 18 – 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.

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.

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~~September 30, 2025, and December 31, 2024, the accounts receivable balances ~~amounted~~ amounted to $21,~~214~~868,~~204~~646 and $1,254,390, respectively.

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 $12,~~138~~777,~~232~~310 and $2,889,682, respectively, as of ~~June~~September 30, 2025, and December 31, 2024, respectively. See Note 5 – Inventories.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $010,818 and $01,016 for the three months ended ~~June~~ September 30, 2025 and 2024, respectively and $5364,~~399~~362 and $23,~~374~~390 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Stock-Based Compensation

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.

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~~September 30, 2025 and December 31, 2024, the Company had accruals reported on the balance sheet as current liabilities of $0 and $0, respectively.

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 five5 to ten years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization of Intangible Assets.

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 three operating segments based on its differentiated products and services: Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). The CODM evaluates performance using revenues, gross profit, and operating cash flows on both an operating segment basis and a consolidated basis. 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.

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 19 – Segment Reporting.

Net Earnings (Loss) Per Common Share

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~~nine months ended ~~June~~September 30, 2025 and 2024 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.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	June 30,		June 30,
	September 30,		September 30,
	2025		2024
Common shares issuable upon conversion of convertible notes		-		-
Options to purchase common shares		206		7
Warrants to purchase common shares		~~103~~5,~~319~~071		~~247,425~~871
Common shares issuable upon conversion of preferred stock		~~250~~312,~~239~~044		-
Total potentially dilutive shares		353,764		247,432
Total potentially dilutive common shares		317,321		878

On August 20, 2025, the Company completed a 1-for-110 reverse split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 and year ended December 31, 2024. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to to conform to the recasted consolidated statements of stockholders’ equity.

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 will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for the year ended December 31, 2024.

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 December 31, 2024, six certain large customers individually accounted for $156,535, $145,703, $140,978, $130,518, $109,900, $83,387, and $67,214, or 12.48%, 11.62%, 11.24%,10.40%, 8.76%, 6.65%, and 5.36%, respectively, of the Company’s accounts receivable balance.

At ~~June~~September 30, 2025, ~~five~~six large customers individually accounted for $~~557~~595,~~350~~131, $~~221~~198,~~356~~614, $~~198~~165,~~614~~224, $~~195~~148,~~793~~550, $147,656, and $~~190~~135,~~585,~~943 or approximately 2531.1785%, 10.0063%, 8.9784%, 87.8495%, 7.90%, and 87.6127% respectively, of the Company’s accounts receivable balance.

Customer Concentrations

For the three months ended ~~June~~September 30, 2025, ~~three~~five ~~customers~~customer individually accounted for $23,~~907~~461,~~835~~583, $1,~~817~~360,~~648~~418, 1,174,587, $990,945 and $~~996~~749,~~500~~337, or approximately 2627.4531%, 1610.5373%, 9.27%, 7.82% and 95.0691% of our revenues, respectively. For the three months ended September ~~June~~ 30, 2024, ~~three~~four customers individually accounted for $4,~~281~~036,~~770~~284, $~~569~~643,~~466~~280, $495,060, and $454,413 or approximately 47%, 8%, 6%, and 5%, of our revenues, respectively. For the nine months ended September 30, 2025, four customer individually accounted for $~~443~~6,~~232~~573,478, $5,417,041, $1,792,896 and $1,704,774 or approximately 5421.17%, 7 17.45%, 5.77% and 5.49% of our revenues, respectively. For the nine months ended September 30, 2024, two customers individually accounted for $14,006,118 and $1,502,127, or approximately 56% and 6% of our revenues, respectively.

For the six months ended June 30, 2025, two customers individually accounted for $5,387,248 and $3,111,895, or approximately 29.39% and 16.98% of our revenues, respectively. For the six months ended June 30, 2024, two customers individually accounted for $9,969,834 and $1,047,714, or approximately 61% and 6% of our revenues, respectively.

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~~September 30, 2025, three vendors individually accounted for $800,000, $627,094, and ~~June~~$501,810, or 8.72%, 6.83% and 5.47% of cost of revenues respectively. For the three months ended September 30, 2024, no vendors individually accounted for 5% or more of cost of revenues.

For the ~~six~~nine months ended ~~June~~September 30, 2025, ~~one~~and ~~vendor~~September ~~individually accounted for $659,842 or approximately 5.18% of cost of revenues. For the six months ended June~~ 30, 2024, no vendors individually accounted for 5% or more of cost of revenues.

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,
	September 30,		December 31,
	2025		2024
Processed and unprocessed scrap metal	$	12,~~138~~777,~~232~~310	$	2,889,682
Finished products		-		-
Inventories	$	12,~~138~~777,~~232~~310	$	2,889,682

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 $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The transaction closed on December 2, 2024.

The purchase price is paid by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company’s cash balance.

Property and equipment as of ~~June~~September 30, 2025 and December 31, 2024 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Machinery & Equipment	$	1819,~~943~~658,~~510~~607		$	18,467,955
Furniture & Fixtures		6,128			6,128
Vehicles		2122,~~912~~094,~~809~~664			20,679,716
Leaseholder Improvement		2,036,384			1,886,384
Land		3,641,579			3,641,579
Buildings		724,170			724,170
Subtotal		4748,~~264~~161,~~580~~532			45,405,932
Property and equipment, gross		4748,~~264~~161,~~580~~532			45,405,932
Less accumulated depreciation		(910,~~222~~642,~~886~~192	)		(7,974,269	)
Property and equipment, net	$	3837,~~041~~519,~~694~~340		$	37,431,663

Depreciation expense for the three months ended ~~June~~September 30, 2025 and 2024 was $1,~~415~~419,~~344~~305 and $~~912~~1,~~607~~186,548, respectively. Depreciation expense for the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024 was $24,~~794~~214,~~962~~267 and $12,~~811~~998,~~797~~345 respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company settled $3,302,469 in non-convertible notes payable via the disposal of property and equipment and purchased $6,126,989 in new property and equipment via the issuance of non-convertible notes payable. The Company also recognized a ~~loss~~gain on disposal of assets of $49249,~~188~~ 243 and received cash of $~~152~~450,~~000~~ 431 on the sale of property and equipment.

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, 2025

Remaining

September 30, 2025

Remaining

Gross carrying

Accumulated

Carrying

estimated

amount

amortization

value

useful life

Intellectual Property

3,036,000

(2,~~277~~428,~~000~~800

)

~~759~~607,~~000~~200

1.525 years

Customer List

2,239,000

(~~839~~895,~~625~~600

)

1,~~399~~343,~~375~~400

6.525 years

Licenses

21,274,000

(78,~~977~~509,~~750~~600

)

1312,~~296~~764,~~250~~400

6.525 years

Total intangible assets, net

26,549,000

(11,~~094~~834,~~375~~000

)

1514,~~454~~715,~~625~~000

	December 31, 2024							Remaining
	Gross carrying		Accumulated			Carrying		estimated
	amount		amortization			value		useful life
Intellectual Property	$	3,036,000	$	(1,973,400	)	$	1,062,600	2 years
Customer List		2,239,000		(727,675	)		1,511,325	7 years
Licenses		21,274,000		(6,914,050	)		14,359,950	7 years
Total intangible assets, net	$	26,549,000	$	(9,615,125	)	$	16,933,875

There were no intangible assets acquired during the three or ~~six~~nine months ended ~~June 30~~September, 2025 and 2024.

Amortization expense for intangible assets was $739,625 and $739,625 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Amortization expense for intangible assets was $12,~~479~~218,~~250~~875 and $12,~~479~~218,~~250~~875 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Total estimated amortization expense for our intangible assets for the years 2025 through 2028 is as follows:

Year ended December 31,
2025 (remaining)	$	1739,~~479,250~~625
2026		2,806,700
2027		2,351,300
2028		2,351,300
Thereafter		6,466,075

NOTE 8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

Factoring Advances

On February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,340,000 for a purchase price of $970,000. There was an origination fee of $30,000. There were cash proceeds of $970,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $25,800 through January 2025. The advance matured on January 23, 2025. There was amortization of debt discount of $370,000 during the year ended December 31, 2024. The Company made cash repayments of $606,400 during the year ended December 31, 2024. The Company realized a $733,600 gain on settlement during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $822,000 for a purchase price of $572,950. There was an origination fee of $27,050. There were cash proceeds of $572,950 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $30,444 through August 2024. The advance matured on August 31, 2024. There was amortization of debt discount of $249,050 during the year ended December 31, 2024. The Company made cash repayments of $668,556 during the year ended December 31, 2024. There was a gain on settlement $153,444 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $559,600 for a purchase price of $376,000. There was an origination fee of $24,000. There were cash proceeds of $376,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $25,436 through July 2024. The advance matured on July 15, 2024. There was amortization of debt discount of $183,600 during the year ended December 31, 2024. The Company made cash repayments of $544,745 during the year ended December 31, 2024. There was a gain on settlement $14,855 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $1,499,000 for a purchase price of $700,000. There was an origination fee of $300,000. There were cash proceeds of $700,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $125,000 through June 2024. The advance matured on June 6, 2024. There was amortization of debt discount of $799,000 during the year ended December 31, 2024. The Company made cash repayments of $1,375,000 during the year ended December 31, 2024. There was a gain on settlement $124,000 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $374,750 for a purchase price of $225,000. There was an origination fee of $25,000. There were cash proceeds of $225,000 during the year ended December 31, 2024. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $23,422 through July 2024. The advance matured on July 7, 2024. There was amortization of debt discount of $149,750 during the year ended December 31, 2024. The Company made cash repayments of $343,688 during the year ended December 31, 2024. There was a gain on settlement $31,062 during the year ended December 31, 2024. As of December 31, 2024, the revenue factoring advance had a balance of $0, net an unamortized debt discount of $0. The advance is retired.

The remaining advances were for Simple Agreements for Future Tokens, 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 ~~March~~September 3130, 2025 and December 31, 2024, the Company owed $85,000 and $85,000 for Simple Agreements for Future Tokens, respectively.

Non-Convertible Notes Payable

On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the vehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company is required to make 60 monthly payments of $1,236. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company made $9,~~280~~ 281 and $1422,~~197~~ 812 in payments towards the financing agreement, respectively. There was amortization of debt discount of $~~4,215~~0 and $~~894~~1,340 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the financing agreement had a balance of $0 and $4,~~975~~875, net an unamortized debt discount of $0 and $4,306, respectively.

On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October 2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on October 21, 2026. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company made $~~115~~146,~~481~~673 and $~~124~~171,~~767~~555 in payments towards the note, respectively. There was amortization of debt discount of $4,667 and $1928,~~016~~524 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~231~~204,~~658~~466 and $310,476 ~~net~~ net an unamortized debt discount of $139,145 and $49,802, respectively.

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 $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $813,~~668~~003 and $813,~~906~~319 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The Company made interest payments of $1813,~~186~~428 and $8,865 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a principal balance of $~~552~~548,~~658~~323 and $561,324, respectively.

On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of $2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797 through September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September 14, 2025. There was amortization of debt discount of $(2356,~~289~~316) and $50105,~~097~~860 ~~during~~and a gain on settlement of $33,027 and $0 recorded during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $~~469~~667,~~688~~123 and $~~536~~738,~~788~~083 towards the note during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~ September 30, 2025 and December 31, 2024, the note had a balance of $~~197,435~~0 and $575,616 net an unamortized debt discount of $~~(23,289)~~0 and $59,478, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502. The note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,410 through March 2023 and then monthly payments in the amount of $20,950 ~~through~~ through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $~~210~~247,~~695~~ 899 and $5279,~~790~~ 185 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $87,047 and $~~135~~186,~~914~~ 881 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024 the note had a balance of $0 and $680,674 net an unamortized debt discount of $0 and $247,897, respectively. ~~During the six months ended June 30, 2025, an additional non-cash adjustment for $209,443 was recorded on disposal of assets and $192,583 gain on settlement was recorded for early payoff of this note.~~

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,560,090 for a purchase price of $1,092,910. $586,000 of this balance was settled against the disposal of property and equipment. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,630 through March 2023 and then monthly payments in the amount of $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $254,642 and $78118,~~857~~ 286 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $79,696 and $~~137~~189,~~698~~ 334 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024 the note had a balance of $0 and $689,613 net an unamortized debt discount of $0 and $249,740, respectively. During the six months ended June 30, 2025, an additional non-cash adjustment for $78,313 was recorded on disposal of assets and a $195,347 gain on settlement was recorded for early payoff on this note.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,597,860 for a purchase price of $1,119,334. The note is secured by certain assets of the Company. A non-cash adjustment of $439,500 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,860 through March 2023 and then monthly payments in the amount of $21,740 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $216,411 and $3552,~~040~~ 560 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $82,870 and $~~141~~194,~~239~~ 128 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $0 and $706,341 net an unamortized debt discount of $0 and $255,835, respectively. During the six months ended June 30, 2025, an additional non-cash adjustment for $233,107 was recorded on disposal of assets and a $206,700 gain on settlement was recorded for early payoff on this note.

On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $1,557,435 for a purchase price of $1,093,380. The note is secured by certain assets of the Company. A non-cash adjustment of $439,000 was recorded on disposal of assets. The Company is required to make monthly payments in the amount of $10,585 through March 2023 and then monthly payments in the amount of $21,190 ~~through~~ through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $250,139 and $~~(36~~50,~~604)~~ 747 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $51,787 and $~~137~~188,~~365~~ 877 during the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $0 and $687,948 net an unamortized debt discount of $0 and $250,101, respectively. During the six months ended June 30, 2025, an additional non-cash adjustment for $218,535 was recorded on disposal of assets and a $228,728 gain on settlement was recorded for early payoff on this note.

On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500. The note is secured by certain assets of the Company. There were cash proceeds of $1,000,000. The Company is required to make monthly payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $3236,~~186~~725 and $3248,~~522~~783 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $~~165~~221,~~863~~008 and $~~220~~303,~~583~~302 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~235~~185,~~992~~385 and $381,903 net an unamortized debt discount of $5853,~~468~~930 and $78,419, respectively.

On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810 for a purchase price of $832,605. The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment, as well as a non-cash adjustment of $289,033 on disposal of assets. The Company is required to make monthly payments in the amount of $8,030 ~~through~~ through April 2023 and then monthly payments in the amount of $16,135 through April 2028. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on April 12, 2028. There was amortization of debt discount of $216,437 and $5279,~~821 during~~231 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $43,355 and $91130,~~544~~ 777 during the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $0 and $531,871 net an unamortized debt discount of $0 and $185,515, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, an additional non-cash adjustment for $219,069 was recorded on disposal of assets and a $190,438 gain on settlement was recorded for early payoff on this note.

On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353. The note is secured by certain assets of the Company. There were non-cash proceeds of $628,253 used to purchase equipment. The Company is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. There was amortization of debt discount of $(203,~~624~~046) and $12,~~545~~317 during ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were ~~payments~~ payments of $~~106~~144,~~023~~827 and $~~155~~213,~~218~~425 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~285~~263,~~052~~855 and $346,227 net an unamortized debt discount of $(98116,~~911~~489) and $54,034, respectively.

On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605. The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There were additional fees incurred of $8,733 and $21,380 during the years ended December 31, 2024 and 2023, respectively. There was amortization of debt discount of $35(3,~~958~~712) and $71107,~~713~~570 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $~~138~~165,~~199~~ 083 and $~~107~~147,~~536~~862 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~411~~380,~~447~~851 and $494,748 net an unamortized debt discount of $~~237~~241,~~380~~092 and $292,226, respectively.

On April 12, 2023, the Company entered into a secured promissory note in the principal amount of $317,415 for a purchase price of $219,676. The note is secured by certain assets of the Company. There were non-cash proceeds of $219,676 used to purchase equipment. The Company is required to make monthly payments in the amount of $2,245 through August 2023 and then monthly payments in the amount of $4,315 through July 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on July 12, 2029. There were payments of $61,249 and $334,~~466~~657 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively and $150,466 and $0 of this balance, respectively, was settled against the disposal of property and equipment. There was amortization of debt discount of $(58,547) and $319,~~137~~ 875 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $0 and $145,554 net an unamortized debt discount of $0 and $66,158, respectively.

On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $17,218,350. The note was for the purchase of certain equipment from an entity controlled by the Company’s Chief Executive Officer and is secured by such equipment. There were non-cash proceeds of $17,218,350 used to purchase equipment. The note is junior to the senior secured debt entered into by the Company on the same date. The note matures on July 31, 2043 and accrues interest at 7% per annum. The note requires interest-only payments until the senior secured debt is fully satisfied. The Company made payments of $0 and $498,625 towards the principal and interest, respectively, during the years ended December 31, 2024 and 2023, respectively. On March 29, 2024, the holder of the note exchanged $10,000,000 in principal for 1,000 shares of Series D Preferred Stock (see Note 14 – Stockholders’ Equity). On April 21, 2024, the holder of the note exchanged $7,218,350 in principal for 412,360 shares of common stock (see Note 14 – Stockholders’ Equity). As of December 31, 2024 and 2023, the note had a balance of $0 and $17,218,350, respectively.

On December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief ~~Executive~~ Executive Officer in the principal amount of $11,699,916. The note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer and is secured by such property. There were non-cash proceeds of $11,699,916 used to purchase the land and equipment. The note matures on March 31, 2025 and accrues interest at 10% per annum. The note requires monthly payments of $2,983,309, however in the event such payment would result in the Company having less than $3 million cash on hand, such payment is delayed without penalty until the following month and the maturity date of the note extended. There was amortization of debt discount of $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. The Company made payments of $2,300,000 towards the principal of the note during the ~~six~~nine months ended ~~June~~September 30, 2025. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a principal balance and accrued interest of $5,391,859 and $7,~~691~~826,~~859~~655, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,373,040 for a purchase price of $1,026,844. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $19,070. The note matures on February 3, 2031. There was amortization of debt discount of $~~13,930~~49159 and $0 during the ~~six~~nine months ended ~~June~~September 30, ~~2025~~ 2025 and 2024, respectively. There were payments of $77115,~~250~~420 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~ September 30, 2025 and December 31, 2024, the note had a balance of $~~965~~944,~~973~~523 and $0 net of an unamortized debt discount of $~~329~~313,~~788~~ 097 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,000,107 for a purchase price of $769,383. The note is secured by certain assets of the Company. There were non-cash proceeds of $29,853 used to purchase equipment. The Company is required to make monthly payments in the amount of $14,305. The note matures on February 3, 2031. There was amortization of debt discount of $~~(19~~26,~~322)~~445 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $5785,~~220~~830 and $0 during ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~724~~708,~~711~~ 616 and $0 net of an unamortized debt discount of $~~218~~205,~~176~~661 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,517,127 for a purchase price of $1,167,350. The note is secured by certain assets of the Company. There were non-cash proceeds of $45,273 used to purchase equipment. The Company is required to make monthly payments in the amount of $21,700. The note matures on February 3, 2031. There was amortization of debt discount of $~~(14~~4,~~584)~~414 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $87131,~~800~~200 and $0 during ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $1,~~099~~074,~~094~~ 690 and $0 net of an unamortized debt discount of $~~330~~311,~~234~~236 and $0, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,213,693 for a purchase price of $898,653. The note is secured by certain assets of the Company. There were non-cash proceeds of $36,227 used to purchase equipment. The Company is required to make monthly payments in the amount of $17,360. The note matures on February 3, 2031. There was amortization of debt discount of $~~(13~~2,~~164)~~ 025 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $69104,~~440~~ 160 and $0 ~~during~~ during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~879~~859,~~457~~ 926 and $0 net of an unamortized debt discount of $~~264~~249,~~796~~ 607 and $0, respectively.

On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,658,880 for a purchase price of $1,240,690. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $23,040. ~~The~~ The note matures on May 28, 2031. There was amortization of debt discount of $~~(22,840)~~615 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $0 46,080 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $1,~~217~~195,~~850~~ 225 and $0 net of an unamortized debt discount of $~~441~~417,~~030~~575 and $0, respectively.

On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,327,680 for a purchase price of $992,852. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $7,383. The note matures on May 28, 2031. There was amortization of debt discount of $(1910,~~028~~558) and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. There were payments of $025,823 and $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025 and December 31, 2024, the note had a balance of $~~973~~956,~~824~~471 and $0 net of an unamortized debt discount of $~~353~~345,~~856~~ 386 and $0, respectively.

18The following table details the current and long-term principal due under non-convertible notes as of September 30, 2025.

The following table details the current and long-term principal due under non-convertible notes as of June 30, 2025.

	Principal			Principal
	(Current)			(Long Term)
GM Financial (Issued April 11, 2022)	$	-		$	-
Non-Convertible Note (Issued March 8, 2019)		-			5,000
Deed of Trust Note (Issued September 1, 2022)		53,712			~~498~~494,~~946~~611
Deed of Trust Note (Issued September 1, 2022)		53,712			~~498~~494,~~946~~611
Equipment Finance Note (Issued April 21, 2022)		231,~~120~~611			~~13,683~~-
Equipment Finance Note (Issued September 14, 2022)		~~164,408~~-			-
Equipment Finance Note (Issued November 28, 2022)		-			-
Equipment Finance Note (Issued November 28, 2022)		-			-
Equipment Finance Note (Issued November 28, 2022)		-			-
Equipment Finance Note (Issued December 15, 2022)		-			-
Equipment Finance Note (Issued January 10, 2023)		~~294~~239,~~460~~315			-
Equipment Finance Note (Issued January 12, 2023)		-			-
Equipment Finance Note (Issued February 24, 2023)		~~186~~147,~~171~~366			-
Equipment Finance Note (Issued February 23, 2023)		199,140			~~449~~422,~~687~~803
Equipment Finance Note (Issued April 12, 2023)		-			-
Equipment Finance Note (Issued February 3, 2025)		228,840			1,~~066~~028,~~920~~780
Equipment Finance Note (Issued February 3, 2025)		171,660			~~771~~742,~~227~~617
Equipment Finance Note (Issued February 3, 2025)		260,400			1,~~168~~125,~~927~~526
Equipment Finance Note (Issued February 3, 2025)		208,320			~~935~~901,~~933~~213
Equipment Finance Note (Issued May 28, 2025)		276,480			1,~~051~~025,~~200~~377
Equipment Finance Note (Issued May 28, 2025)		88,~~598~~599			1,~~570~~524,~~280~~200
SAFTs		-			85,000
DWM Property Note		5,391,859			-
Debt Discount		(~~315~~338,~~374~~729	)		(1,~~799~~691,~~559~~508	)
Total Principal of Non-Convertible Notes	$	7,~~493~~212,~~506~~285		$	6,~~316~~158,~~190~~228

Total principal payments due on non-convertible notes for 2025 through 2028 and thereafter is as follows:

Year ended December 31,
2025	$	15,~~359~~989,~~566~~437
2026		1,~~841~~928,~~570~~792
2027		1,540,863
2028		1,~~492~~515,~~700~~601
Thereafter		94,~~689~~408,~~931~~056

1918

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of ~~June~~September 30, 2025 and December 31, 2024, the Company owed accounts payable and accrued expenses of $6,~~426~~966,~~500~~076 and $5,893,351, respectively. These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Accounts Payable	$	21,~~113~~740,~~747~~347	$	2,364,398
Credit Cards		3028,~~424~~493		25,118
Accrued Interest		2,~~667~~758,~~992~~985		2,439,466
Accrued Expenses		12,~~614~~438,~~337~~251		1,064,369
Total Accounts Payable and Accrued Expenses	$	6,~~426~~966,~~500~~076	$	5,893,351

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~~September 30, 2025 and December 31, 2024, the Company owed payroll tax liabilities, including penalties, of $3,946,~~412~~411 and $3,946,410 respectively, to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities.

NOTE 11 – COMMITMENTS AND ~~CONTINGENCES~~ CONTINGENCIES

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. ~~The Company~~In ~~has~~the ~~been~~event ~~vigorously~~this ~~defending~~Action ~~against~~is ~~it.~~not Nosummarily ~~trial~~dismissed, the ~~date~~Company isintends ~~currently~~to ~~scheduled~~vigorously defend against it.

As previously reported on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement.

On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

2019

Nasdaq’s determination to grant the Company an additional 180 calendar day period was based on the Company’s satisfaction of the continued listing requirements for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. Additionally, the Company has provided Nasdaq with written notice of its intention to cure the deficiency during the second compliance period, potentially by implementing a reverse stock split, if necessary.

On September 9, 2025, The Company received formal notice from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

On May 23, 2025, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Q1 Form 10-Q”) with the SEC. The Company previously submitted a plan to Nasdaq to regain compliance with respect to the delinquent Q1 Form 10-Q, and Nasdaq granted the Company an exception until August 22, 2025, to evidence compliance with Nasdaq Listing Rule 5250(c)(1).

On August 22, 2025, 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 June 30, 2025 (the “Q2 ~~From~~Form 10-Q”). The Staff informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with Nasdaq Listing Rule 5550(a)(2). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.

On November 18, 2025, 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 September 30, 2025 (the “Q3 Form 10-Q”). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 Form 10-Q with the SEC. On November 21, 2025, the Company formally requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the Company filed the Q2 Form 10-Q with the SEC.

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, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement.

2120

On March 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $23,000 from March 1, 2026 to February 28, 2027; $23,000 from March 1, 2027 to February 28, 2028; and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. The lease is for a period of five years, include two options to extend for five years each, and the Company was required to make a security deposit of $17,000. The Company ~~had~~has the option to purchase the property for $3,277,000 until February 28, 2024.

In May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up and waste management obligations. Under the amended terms, rent was $23,000 for May 2025 (paid), $17,000 per month from June 1, 2025 through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027 through February 28, 2028. Beginning January 1, 2026, rent increases to $20,000 per month if the Company does not adhere to certain site clean-up obligations outlined in the amendment. The Company remains responsible for payment of property taxes related to the premises. All other material terms of the lease remain unchanged.

Automobile Leases (Operating Leases)

Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expired on February 15, 2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease.

On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2026 and the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease.

ROU assets and liabilities consist of the following:

SCHEDULE OF ASSETS AND LIABILITIES

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
ROU assets – related party	$	-	$	-
ROU assets		~~617~~559,~~525~~434		1,048,070
Total ROU assets	$	~~617~~559,~~525~~434	$	1,048,070
Current portion of lease liabilities – related party	$	-	$	-
Current portion of lease liabilities		272,~~656~~566		331,545
Long term lease liabilities, net of current portion		~~346~~279,~~727~~786		773,820
Total lease liabilities	$	~~619~~552,~~383~~352	$	1,105,365

2221

Aggregate minimum future commitments under non-cancelable operating leases and other obligations at ~~June~~September 30, 2025 were as follows:

Year ended December 31,
2025	$	~~135~~67,~~948~~974
2026		272,476
2027		254,448
2028		40,000
Total Minimum Lease Payments	$	~~702~~634,~~872~~898
Less: Imputed Interest	$	(8382,~~489~~546	)
Present Value of Lease Payments	$	~~619~~552,~~383~~352
Less: Current Portion	$	(272,~~656~~566	)
Long Term Portion	$	~~346~~279,~~727~~786

The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent ~~expense~~ expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the nine months ended September 30, 2025 and 2024 was $396,948 and $1,560,661, respectively. Rent expense for the three months ended September 30, 2025 and 2024 was $109,829 and 545,166, respectively At September 30, 2025, the leases had a weighted average remaining lease term of 2.3 years and a weighted average discount rate of 10%.

Rent expense for the three months ended June 30, 2025 and 2024 was $176,258 and $736,076, respectively. Rent expense for the six months ended June 30, 2025 and 2024 was $287,119 and $1,015,495, respectively. At June 30, 2025, the leases had a weighted average remaining lease term of 2.5 years and a weighted average discount rate of 10%.

NOTE 13 – CONVERTIBLE NOTES PAYABLE

On July 3, 2023, the Company closed a bridge financing in the principal amount of $1,031,250 for a purchase price of $825,000 with certain accredited investors. The bridge notes matured on July 31, 2023 and were personally guaranteed by the Company’s Chief Executive Officer. The bridge notes were exchanged into the senior secured offering which closed on July 31, 2023 and are retired.

On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $15,000,000, which consisted of approximately $13,188,750 in cash and $1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67%, do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18% per annum until such default has been cured, and mature after 24 months, on July 31, 2025. The aggregate principal amount of the notes is $18,000,000. The Company will pay to the Investors an aggregate of $1,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price per share of $225.0, subject to adjustment under certain circumstances described in the Senior Notes. There is a 125% conversion premium for any principal converted to shares of common stock. In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $29.40. To secure its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior Notes at a 10% redemption premium. There is a 125% change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified therein. Danny Meeks, the Company’s Chief Executive Officer, and the Company’s subsidiaries each guaranteed the Company’s obligations under the Senior Notes. In the event of default, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal and accrued and unpaid late charges on such principal, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a bankruptcy event of default. The Warrants are exercisable for five years to purchase an aggregate of 4,420,460 shares of Common Stock at an exercise price of $0.01, subject to adjustment under certain circumstances described in the Warrants. There were an additional 866,441 warrants issued at an exercise price of $1.50 per share for a period of five years as commission for the offering, the Company credited additional paid in capital $3,279,570 and $753,567 for a debt discount for the fair value of warrants issued in its senior secured debt offering and the warrants issued as commission for its senior secured debt offering, respectively. Further, there was a $3,850,000 debt discount created for the offering costs and original issuance discount on the Senior Notes.

2322

The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.60% to 149.08%, (3) risk-free interest rate of 4.18% - 4.70%, and (4) expected life of 5.01 years. During the year ended December 31, 2023, there was amortization of debt discount of $2,219,221.

On August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced from $225.00 to $153.00 per share. The Company credited additional paid in capital $5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. During the nine months ended September 30, 2023, the Company credited additional paid in capital $5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.60%, (3) risk-free interest rate of 4.70%, and (4) expected life of 2.95 years.

On March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is less than $37.50, the Holder cannot convert the Note into Common Stock and (B) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is $37.50 or greater, there shall be no limitations as to the amount of the Note that may be converted into Common Stock.

On March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $153.0 to $29.40 per share. During the three and nine months ended September 30, 2024, the Company credited additional paid in capital $0 and $23,953,940, respectively, for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.

On May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion price of the senior notes to $7.50, subject to certain circumstances described in the Senior Notes along with certain conversion price adjustment mechanism. As a result of the modification, the Company recorded a loss on debt extinguishment for the change in fair value of the conversion option in the amount of $16,333,271

On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.

During the year ended December 31, 2024, there was amortization of debt discount $5,901,759 and $2,219,221, respectively. During the year ended December 31, 2024, the Company made cash payments of $1,497,083 on the principal of the convertible notes. During the year ended December 31, 2024, holders converted $16,502,905 of principal into 2,478,459 shares of common stock with a fair value of $30,716,938 (See Note 14 – Stockholder’s Equity). The Company realized a loss from the conversion premium of $14,213,480 on conversion of notes during the year ended December 31, 2024

2423

As of December 31, 2024 and 2023, the carrying value of the convertible notes was $0 and $12,098,241, net of unamortized debt discount of $0 and $5,901,759, respectively.

As of December 31, 2024, the current and non-current portions of the note were $0 and $0, net unamortized debt discounts of $0 and $0, respectively. As of December 31, 2023, the current and non-current portions of the note were $8,065,494 and $4,032,747 net unamortized debt discounts of $3,934,506 and $1,967,253, respectively.

NOTE 14 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability treatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition of a derivative liability.

The Company estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 141.83%, (3) risk-free interest rate of 4.46%, and (4) expected life of 5 years.

The Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 159.02%, (3) risk-free interest rate of 4.52%, and (4) expected life of 5 years.

The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

	●	Level 1 – Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company.

2524

As of ~~June~~September 30, 2025, the Company did not have any derivative instruments that were designated as hedges.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of ~~June~~September 30, 2025 and December 31, 2024:

Quoted Prices

~~Quoted Prices~~

Significant

~~Significant~~

in Active

~~in Active~~

Other

~~Other~~

Significant

~~Significant~~

Markets for

~~Markets for~~

Observable

~~Observable~~

Unobservable

~~Unobservable~~

June 30,

Identical Assets

Inputs

September 30,

Identical Assets

Inputs

2025

(Level 1)

~~(Level 1)~~

(Level 2)

~~(Level 2)~~

(Level 3)

~~(Level 3)~~

Derivative liability

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

December 31,

Identical Assets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Derivative liability

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended ~~June~~September 30, 2025 and the year ended December 31, 2024:

Balance, December 31, 2023	$	-
Establishment of derivative liability upon authorized share shortfall		64,951,789
Gain on change in fair value of derivative liability		(48,314,949	)
Settlement of derivative liability upon correction of authorized share shortfall		(16,636,840	)
Mark to market to December 31, 2024		-
Balance, December 31, 2024	$	-
Mark to market to June 30, 2025		-
Mark to market to September 30, 2025		-
Balance, June 30, 2025	$	-
Balance, September 30, 2025	$	-

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.

2625

NOTE 15 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

Series D

On March 29, 2024, the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.001 per share (the “Series D”). The Series D has a $10,000 stated value per share. The Series D is convertible into the Company’s common stock at $3,366 per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the Series D in cash or shares of its Common Stock.

On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM agreed to exchange $10,000,000 of that certain Secured Promissory Note, dated July 31, 2023, to be issued by the Company to the DWM for shares of the Company’s newly created Series D.

On May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange 1,000 shares of the Company’s Series D issued by the Company to DWM, for 1,333,333 shares of the Company’s common stock. As a result of the transaction, the Series D stock were extinguished. The resulting gain on the transaction of $1,224,400 for the difference between the fair value of the common stock and the carrying value of the Series D was recorded as a contribution of capital as the transaction was between related parties.

On May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.

As of ~~June~~September 30, 2025, there were 0 shares of Series D issued and outstanding.

2726

Series A-1

On November 15, 2024, the Company authorized the issuance of 450,000 shares of Series A-1 Preferred Stock, par value $0.001 per share. The Series A-1 Preferred Stock has a $1,000 stated value per share and each share is convertible into common stock at 0.0001% of the then-outstanding shares of common stock at the election of the holder, provided that in no case shall the common stock issued be greater than 45% of the authorized common stock. The Series A-1 have a liquidation preference senior to common, do not bear dividends, and are entitled to vote on an as-converted basis.

On December 2, 2024, the Company issued 450,000 shares of Series A-1 Preferred Stock as consideration for land and permits purchased from DWM Properties, LLC, controlled by the Company’s Chief Executive Officer. The value of the shares of Series A-1 was calculated on an as-converted basis at $3,300,048.

As of ~~June~~September 30, 2025, there were 450,000 shares of Series A-1 Preferred Stock issued and outstanding.

Common Stock

The Company is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.

During the year ended December 31, 2024, the Company issued 74,084 shares of common stock pursuant to purchase agreements for cash proceeds of $40,369,115, net of legal fees and commissions of $2,071,451.

During the year ended December 31, 2024, the Company issued 987 shares pursuant to the exercise of warrants for cash proceeds of $2,834,741, net of legal fees $139,955. The Company issued extra shares with a value of $52,183.

During the year ended December 31, 2024, the Company issued 107,337 shares pursuant to the cashless exercise of warrants.

During the year ended December 31, 2024, the Company issued 1,415 shares as an adjustment to round-up fractional shares for the reverse-split.

During the year ended December 31, 2024, the Company issued 12,121 shares for the exchange of Series D Preferred Stock.

During the year ended December 31, 2024, the Company issued 3,749 shares for the exchange and retirement of a related-party debt note in the principal amount of $7,218,350.

During the year ended December 31, 2024, the Company issued 26,208 shares of common stock for the conversion of debt in the principal amount of $16,502,917 with a fair value of $37,953,304. The Company realized a $14,213,480 loss from the conversion premiums on the conversion of the notes.

During the year ended December 31, 2024, the Company issued 13,939 with a value of $761,124, of which $761,124 vested and services were performed during the year ended December 31, 2024 and $76,875 vested and services will be performed in 2025.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 3,427 shares of common stock for services rendered.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 55192,~~066~~251 shares of common stock pursuant to the cashless ~~exercise~~exercises of warrants.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 224,039 shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $11,041,070, gross of offering costs. Additionally, 36,364 were held in abeyance at the agreement of the shareholder, and a liability of $1,334,800 was recorded as a stock subscription payable on the Company’s condensed consolidated balance sheet. These shares were ~~subsequently~~ issued ~~later~~ during the ~~six~~nine months ended ~~June~~September 30, 2025.

During the ~~six~~nine months ended ~~June~~ September 30, 2025, the Company issued 36,364 shares of common stock and warrants pursuant to the stock subscription payable of $1,334,800 recorded as of March 31, 2025.

~~As of~~During ~~June~~the ~~30,~~nine ~~2025~~months ~~and~~ended ~~December~~September 3130, ~~2024~~2025, ~~there~~the ~~were~~Company ~~556,087~~issued ~~and~~159 ~~237,191~~ shares of common stock ~~issued~~pursuant ~~and~~to ~~outstanding,~~rounding upon ~~respectively~~the effectuation of a reverse stock split.

28As of September 30, 2025 and December 31, 2024 there were 693,431 and 237,191 shares of common stock issued and outstanding, respectively.

Additional Paid in Capital

During the year ended December 31, 2024, the Company credited additional paid in capital $3,004,909 for the fair value of warrants issued as commission for its warrant inducement and common stock purchase agreements. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 122.93 – 162.12%, (3) risk-free interest rate of 4.21 – 4.66%, and (4) expected life of 5 years.

During the year ended December 31, 2024, the Company credited additional paid in capital $3,029,927 for the fair value of warrants issued for its warrant inducement. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 123.05%, (3) risk-free interest rate of 4.22%, and (4) expected life of 5 years.

During the year ended December 31, 2024, the Company credited additional paid in capital $23,943,940 for a deemed dividend for the triggering of certain price protection provisions in the conversion feature of its senior secured debt. The Company estimated the fair value of the deemed dividend using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 93%, (3) risk-free interest rate of 5.06%, and (4) expected life of 1.37 years.

During the year ended December 31, 2024, the Company credited additional paid in capital $52,574,896 for deemed dividends for the reduction in the exercise price of certain warrants. The Company estimated the fair value of the deemed dividends using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 108.49 – 162.12%, (3) risk-free interest rate of 4.36 – 4.64%, and (4) expected life of 5 years.

During the year ended December 31, 2024, the Company credited additional paid in capital $12,388,229 for the modification of the conversion feature related to then outstanding convertible notes payable. The Company estimated the change in fair value of the conversion feature using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 130.66%, (3) risk-free interest rate of 5.12%, and (4) expected life of 1.24 years.

On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional paid in capital $64,951,789 to establish the derivative liability. Upon the Company enacting the Reverse Stock Split on May 31, 2024, the authorized share shortfall was alleviated and the Company credited additional paid in capital $16,636,840, after the reclassification into equity. See Note 18 for further details

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company credited additional paid-in capital approximately $9.1 million related to the issuance of common stock and warrants pursuant to purchase agreements for cash, net of offering costs.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded a deemed dividend of approximately $3.0 million in additional paid-in ~~capital~~ capital for the reduction in the exercise price of certain outstanding warrants.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized $99,997 in additional paid-in capital for common stock issued for services rendered.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized $55192 in additional paid-in capital for common stock issued pursuant to the cashless exercise of warrants.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized $1,334,764 in additional paid-in capital pursuant to the issuance of ~~stock~~ stock underlying the to the stock subscription payable of $1,334,800 recorded as of March 31, 2025.

29During the nine months ended September 30, 2025, the Company recognized $1,489 in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split.

NOTE 16 – WARRANTS

During the year ended December 31, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing warrants, pursuant to which it issued 972 shares of common stock and recorded an additional 15 shares to be issued for cash proceeds of $2,834,632, payment of legal fees $139,955, and were issued new warrants to purchase 1,669 shares of common stock at an exercise price of $3,366 per share. On March 18, 2024, the Company realized a deemed dividend of $1,444,324 for a deemed dividend for the reduction in the exercise price. On March 18, 2024, the Company realized an expense for the issuance of new warrants for the inducement of $3,029,927.

During the year ended December 31, 2024, the Company issued 840 warrants to purchase common stock to its financial advisor, for which it recognized an expense of $3,004,909 for the fair value of the warrants.

During the year ended December 31, 2024, and prior to the Reverse Stock Split, the Company issued 29,891 warrants to purchase common stock in connection with the security purchase agreements described above. The warrants have a term of 5 years and were granted with exercise prices between $3,300 and $4,950.

As a result of the Reverse Stock Split on May 31, 2024, the Company issued 166,095 additional warrants to purchase shares of common stock pursuant to the reverse-split price protection clauses contained within the warrants, such that the exercise price of the warrant would be reset to the volume weighted average price following a reverse-split and the number of shares issuable under the warrant would also increase. .

During the year ended December 31, 2024, 143,115 warrants were exercised on a cashless basis for 107,337 shares of common stock.

During the three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company and the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the warrants, or 48,435 shares of common stock. Concurrently, the Company and the holders of 38,868 warrants issued on or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91 to $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event of certain dilutive issuances or share combinations. As a result of this amendment, an additional 58,293 warrants were issued.

During the three months ended March 31, 2025, an additional 8,843 warrants were cashlessly exercised into 6,639 shares of common stock.

On January 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $58.30 per share.

On February 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $36.30 per share.

ADuring ~~summary~~the ofthree ~~the~~months ~~warrant~~ended ~~activity~~September ~~for~~30, ~~the~~2025, ~~six~~an ~~months~~additional ~~ended~~98,246 ~~June~~warrants 30were cashlessly exercised into 137,185 ~~2025~~shares isof ascommon ~~follows:~~stock.

A summary of the warrant activity for the nine months ended September 30, 2025 is as follows:

SCHEDULE OF WARRANT ACTIVITY

						Weighted-Average
				Weighted-Average		Remaining		Aggregate
	Shares			Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2024		104,319		$	323.40		4.40	$	-
Exercisable at December 31, 2024		104,319		$	323.40		4.40	$	-
Granted		282,339		$	43.34
Exercised		(~~283~~381,~~339~~587	)	$	43.34
Cancelled/Exchanged		-			-
Outstanding at June 30, 2025		103,319		$	165.24		3.86	$	-
Outstanding at September 30, 2025		5,071		$	169.92		3.56	$	-
Exercisable at June 30, 2025		103,319		$	165.24		3.86	$	-
Exercisable at September 30, 2025		5,071		$	169.92		3.56	$	-

SCHEDULE OF WARRANT EXERCISABLE

Exercise		Warrants		Weighted Avg.		Warrants
Price		Outstanding		Remaining Life		Exercisable
$	165.00		~~103~~4,~~158~~910		3.8763		~~103~~4,~~158~~910
	320.10		161		1.6742		161
			103,319		3.86		103,319
			5,071		3.56		5,071

The aggregate intrinsic value of outstanding stock warrants was $0 based on warrants with an exercise price less than the Company’s stock price of $216.2378 as of ~~June~~September 30, 2025 which would have been received by the warrant holders had those holders exercised the warrants as of that date.

3029

NOTE 17 – STOCK OPTIONS

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 27,091 to a total of 27,273 shares. As of ~~June~~September 30, 2025, the Company had granted an aggregate of 13,969 securities under the Plans since inception, with 13,387 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 no options issued during the three or ~~six~~nine months ended ~~June~~September 30, 2025.

A summary of the stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2025 is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

						Weighted-Average
				Weighted-Average		Remaining		Aggregate
	Shares			Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2024		220		$	2,723,710		2.47	$	-
Exercisable at December 31, 2024		220		$	2,723,710		2.47	$	-
Granted		-
Exercised		-
Forfeiture/Cancelled		(14	)	$	2,475,000
Outstanding at June 30, 2025		206		$	3,723,473		1.49	$	-
Outstanding at September 30, 2025		206		$	3,723,473		1.49	$	-
Exercisable at June 30, 2025		206		$	3,723,473		1.49	$	-
Exercisable at September 30, 2025		206		$	3,723,473		1.49	$	-

Exercise		Number of		Remaining		Number of
Price		Options		Life In Years		Options Exercisable
$	378,500 – 1,237,500		22		3.10		22
$	1,237,501 – 2,475,000		9		2.20		9
$	2,475,001 – 3,712,500		35		1.13		35
$	3,712,501 – 4,950,000		112		1.28		112
$	4,950,001 – 5,296,500		28		1.30		28

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $216.2378 as of ~~June~~September 30, 2025, which would have been received by the option holders had those option holders exercised ~~their~~ their options as of that date.

The fair value of all options that vested during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $0 and $0, respectively. Unrecognized ~~compensation~~ compensation expense was $0 as of ~~June~~September 30, 2025.

3130

NOTE 18 – RELATED PARTY TRANSACTIONS

Agreements with Danny Meeks and Affiliates of Danny Meeks

Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company provided $383,781 and $~~192~~483,~~898~~139 in hauling services to an entity controlled by the Company’s Chief Executive Officer, respectively.

During the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $~~816~~974,~~993~~ 149 and $~~877~~1,~~583~~152,698 for hauling services rendered to the Company, respectively.

During the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $0 and $~~142~~147,~~152~~401 for scrap metal provided to the Company, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company ~~received~~paid ~~$56,100~~an ~~and~~entity $0controlled inby ~~other~~the ~~income~~Company’s –Chief ~~related~~Executive ~~party~~Officer ~~for~~$0 ~~the~~and ~~rental~~$847,326 offor ~~equipment~~mechanic and torepair anservices ~~entity controlled~~provided byto the Company~~’s Chief Executive Officer, respectively~~.

During the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $021,983 and $~~394~~506,~~185~~ 358 for ~~mechanic~~equipment rentals ~~and repair services~~ provided to the Company~~, respectively~~.

During the ~~six~~nine months ended September ~~June~~ 30, 2025 and 2024, the Company ~~paid~~received an$56,100 ~~entity~~and ~~controlled~~$0 byin ~~the~~other ~~Company’s~~income ~~Chief~~- ~~Executive~~related ~~Officer~~party ~~$21,983~~for ~~and~~the ~~$506,358~~rental ~~for~~of equipment ~~rentals~~ ~~provided~~ to an entity controlled by the Company’s Chief Executive Officer, respectively.

NOTE 19 – SEGMENT REPORTING

Greenwave is organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income).

We have one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically.

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.

The following tables provide our results by segment:

SCHEDULE OF SEGMENT REPORTING

Recycling

~~Recycling~~

Hauling

~~Hauling~~

Other

~~Other~~

Total

~~Total~~

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Scrap Metal

~~Scrap Metal~~

Recycling

~~Recycling~~

Hauling

~~Hauling~~

Other

~~Other~~

Total

~~Total~~

Revenues

1120,~~507~~487,~~645~~597

610,~~777~~504,~~347~~713

4557,~~000~~500

1831,~~329~~049,~~992~~810

Cost of revenues

(917,~~508~~164,~~357~~347

)

(34,~~221~~787,~~807~~785

)

(1221,~~730~~952,~~164~~132

)

Gross Profit:

13,~~999~~323,~~288~~250

35,~~555~~716,~~540~~928

4557,~~000~~500

59,~~599~~097,~~828~~678

Operating Expenses

(1422,~~132~~548,~~730~~920

)

Other Expenses

(1,~~050~~409,~~436~~776

)

Deemed Dividends

(2,999,964

)

Net loss available to common shareholders

(1217,~~583~~860,~~302~~982

)

Recycling

Hauling

Other

Total

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Scrap Metal

Recycling

Hauling

Other

Total

Revenues

1116,~~608~~785,~~284~~677

47,~~703~~992,~~276~~970

75113,~~112~~212

1624,~~386~~891,~~672~~859

Cost of revenues

(811,~~172~~594,~~883~~822

)

(24,~~665~~203,~~673~~642

)

(1015,~~838~~798,~~556~~464

)

Gross Profit:

35,~~435~~190,~~401~~855

23,~~037~~789,~~603~~328

75113,~~112~~212

59,~~548~~093,~~116~~395

Operating Expenses

(1725,~~321~~302,~~013~~888

)

Other Expenses

1110,~~033~~672,~~706~~636

Deemed Dividends

(76,528,836

)

Net loss available to common shareholders

(7782,~~268~~065,~~027~~693

)

Recycling

Hauling

Other

Total

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Scrap Metal

Recycling

Hauling

Other

Total

Revenues

78,~~110~~979,~~100~~952

3,~~865~~683,~~182~~600

2112,~~000~~500

1012,~~996~~676,~~282~~052

Cost of revenues

(7,~~381~~655,~~585~~990

)

(1,~~501~~522,~~532~~212

)

(89,~~883~~178,~~117~~202

)

Gross Profit:

~~(271~~1,~~485~~323,962

)

2,~~363~~161,~~650~~388

2112,~~000~~500

23,~~113~~497,~~165~~850

Operating Expenses

(68,~~764~~416,~~560~~190

)

Other Expenses

(~~266~~359,~~204~~339

)

Deemed Dividends

Net loss available to common shareholders

(45,~~917~~277,~~599~~679

)

Recycling

Hauling

Other

Total

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Scrap Metal

Recycling

Hauling

Other

Total

Revenues

5,~~387~~177,~~899~~393

23,~~449~~289,~~384~~694

4438,~~612~~100

78,~~881~~505,~~895~~187

Cost of revenues

(43,~~091~~421,~~870~~938

)

(1,~~506~~537,~~170~~970

)

(54,~~598~~959,~~040~~908

)

Gross Profit:

1,~~296~~755,~~029~~455

~~943~~1,~~214~~751,724

4438,~~612~~100

23,~~283~~545,~~855~~279

Operating Expenses

(117,~~245~~981,~~027~~875

)

Other Expenses

16(361,~~284,495~~070

)

Deemed Dividends

~~(51,130,572~~-

)

Net loss available to common shareholders

(434,~~807~~797,~~249~~666

)

3231

NOTE 20 – SUBSEQUENT EVENTS

~~On September 9, 2025, the Company received formal notice from the Staff of the Listing Qualifications Department of The~~ Nasdaq ~~Stock Market~~ ~~LLC~~Filing ~~that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing~~ Rule ~~5550(a)(2). As a result, the previously disclosed listing matter has been closed.~~Deficiencies

On May ~~August 22~~23, 2025, the Company received ana ~~additional~~notice ~~delinquency~~from ~~notification letter (~~the ~~“Notice”)~~Listing ~~from~~Qualifications Department of the Nasdaq ~~due~~Stock toMarket LLC regarding the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended ~~June~~March 3031, 2025 (the “Q2Q1 Form 10-Q”)~~. The Staff informed the Company that is has until September 8,~~ ~~2025 to submit an updated plan to regain compliance~~ with ~~Nasdaq~~the ~~Listing Rule 5550(a)(2)~~SEC. OnThe ~~September 5, 2025, the~~ Company previously submitted ~~its revised~~a plan to Nasdaq to regain compliance, ~~and~~with ~~Nasdaq~~respect ~~accepted its plan~~ to ~~evidence compliance by 180 calendar days from~~ the ~~due~~delinquent ~~date of the~~ Q1 Form 10-Q, ~~or until November 17, 2025. On November 18, 2025, the Company received an additional delinquency notification letter~~and ~~from~~ Nasdaq ~~due~~granted to the Company’s ~~failure~~an toexception ~~timely~~until ~~file~~August ~~its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30~~22, 2025 ~~(the “Q3 Form 10-Q”). The letter further stated that upon further review~~, ~~the Company did not meet the terms of the previous exception granted~~ to ~~the~~evidence ~~Company~~compliance and that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 Form 10-Q with ~~the SEC. On November 21, 2025, the Company formally requested a hearing before the~~ Nasdaq ~~Hearings~~Listing ~~Panel~~Rule 5250(~~the “Panel”~~c) ~~to appeal the November 18, 2025 determination~~ (~~the “Hearing”~~1). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026.

On ~~July~~August 22, 2025, the Company received an additional delinquency notification letter (the “Notice”) from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 ~~and~~(the ~~July~~“Q2 14Form 10-Q”). The Staff informed the Company that is has until September 8, 2025 to submit an updated plan to regain compliance with Nasdaq Listing Rule 5550(a)(2). On September 5, 2025, the ~~board~~Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the due date of ~~directors~~the Q1 Form 10-Q, or until November 17, 2025. On November 18, 2025, 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 September 30, 2025 (the “~~Board~~Q3 Form 10-Q”). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company ~~established~~and ~~August~~that 13trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 asand the ~~date~~Company’s securities ofwould be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. ~~annual~~On ~~meeting~~November of18, ~~stockholders~~2025, (the “Company filed the Q1 Form 10-Q with the SEC. On November 21, 2025, ~~Annual~~the ~~Meeting~~Company formally requested a hearing before the Nasdaq Hearings Panel (the “Panel”) ~~and~~to ~~set~~appeal ~~July~~the 17November 18, 2025 asdetermination (the ~~record~~“Hearing”). ~~date~~The ~~for~~Hearing ~~determining~~was ~~stockholders~~held ~~who~~on ~~are~~January ~~eligible~~13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to ~~receive~~the ~~notice~~Company offiling the Q2 Form 10-Q on or before February 6, 2026 and ~~vote~~filing atthe Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the ~~2025~~Company ~~Annual~~filed ~~Meeting~~the Q2 Form 10-Q with the SEC.

OnWarrant August 13, 2025, the Company, held its 2025 annual meeting of stockholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person or represented by proxy. As of July 17, 2025, the record date for the Annual Meeting, 556,086 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) and 450,000 shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) were issued and outstanding. Holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted as a single class on each matter presented at the Annual Meeting. The holders of Common Stock and Series A-1 Preferred Stock (on an as converted to Common Stock basis) voted on the several proposals, which are described in more detail in our definitive proxy statement filed with the SEC on July 24, 2025.Exercises

AsSubsequent ~~previously~~to ~~reported by the Company, on~~ September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 ~~consecutive business days. The Notice indicated that the Company has 180 calendar days~~, ~~or until March 12,~~ 2025, totwo ~~regain~~shareholders ~~compliance~~cashlessly ~~with~~exercised ~~the Minimum Bid Price Requirement. On March 13~~181,599 ~~2025,~~warrants ~~Nasdaq~~into ~~notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement~~136,200 the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more consolidation of the issued and outstanding shares of common stock ~~of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150~~.

OnAppointment ~~August 20, 2025, the Company filed a Certificate~~ of ~~Amendment~~Chelsea ~~(the~~Pullano ~~“Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation,~~ as ~~amended,~~Chief toFinancial ~~effect~~Officer ~~a reverse stock split~~ of ~~its issued common stock, par value $0.001 per share, in~~ the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As a result, listing matter was closed.

~~Subsequent~~Effective toas ~~June~~of 30February 5, ~~2025~~2026, ~~four~~the ~~shareholders~~board ~~cashlessly~~of ~~exercised~~directors ~~363~~(“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment,~~213~~ ~~warrants~~Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into ~~273~~the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions,~~429~~ ~~shares~~LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of ~~common~~all ~~stock~~bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).

33In consideration of the Services to be performed, the Company will pay MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice.

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 ~~goals~~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 ~~192~~180 people as of ~~February~~March 36, ~~2026~~2025.

Products and Services

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

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

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

Pricing and Customers

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

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

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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.

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.

~~For the~~Results ~~Three~~of ~~Months Ended June 30, 2025 and 2024~~Operations

	For the three months ended June 30,
							$			%
	2025			2024			Change			Change
Revenue	$	10,996,282		$	7,881,895		$	3,114,387			39.51	%
Gross Profit		2,113,165			2,283,855			(170,690	)		(7.47	)%
Operating Expenses		6,764,560			11,245,027			(4,480,467	)		(39.84	)%
Loss from Operations		(4,651,395	)		(8,961,172	)		(4,309,777)			(48.09	)%
Other Income (Expense)		(266,204	)		16,284,495			(16,550,699	)		(101.63	)%
Net Loss Available to Common Stockholders	$	(4,917,599	)	$	(43,807,249	)	$	(38,889,650	)		(88.77	)%

For the Three Months Ended September 30, 2025 and 2024

	For the three months ended September 30,
								$		%
		2025			2024			Change		Change
Revenue	$	12,676,052		$	8,505,187		$	4,170,865		49.04	%

Gross Profit		3,497,850			3,545,279			(47,429	)	(1.34	)%

Operating Expenses		8,416,190			7,981,875			434,315		5.44	%

Loss from Operations		(4,918,340	)		(4,436,596	)		(481,744	)	(10.86	)%

Other Income (Expense)		(359,339	)		(361,070	)		1,731		(0.48	)%

Net Loss Available to Common Stockholders	$	(5,277,679	)	$	(4,797,666	)	$	(480,013	)	(10.01	)%

Revenues

For the three months ended ~~June~~September 30, 2025, we generated $1012,~~996~~676,~~282~~052 in revenues, as compared to $78,~~881~~505,~~895~~187 during the same period in 2024, an increase of $3,~~114~~410,~~387~~765. This increase was primarily due to ~~growth~~increases in metal and hauling revenue.

Our cost of revenues increased to $89,~~883~~178,~~117~~202 for the three months ended ~~June~~September 30, 2025 from $54,~~598~~959,~~040~~908 during the same period in 2024, an increase of $34,~~285~~218,~~077~~294, primarily due to an increase in ~~metal~~hauling costs.

Our gross profit was $23,~~113~~497,~~165~~850 during the three months ended ~~June~~September 30, 2025, a decrease of $~~170~~47,~~690~~429 from $23,~~283~~545,~~855~~279 during the same period in 2024 primarily due to a decline in margins on the Company’s hauling and metal revenue.

Operating Expenses

For the three months ended ~~June~~September 30, 2025 and 2024, our operating expenses were $68,~~764~~416,~~560~~190 and $117,~~245~~981,~~027~~875 respectively, aan ~~decrease~~ increase of $4434,~~480,467~~315. There was an increase in payroll and related expenses of $~~851~~824,~~707~~678 as payroll and related expenses were $23,~~557~~098,~~530~~663 for the three months ended ~~June~~September 30, 2025 as compared to $12,~~705~~273,~~823~~985 for the same period in 2024 which was the result of expanding operations. Advertising expense ~~was~~increased by $09,802 to $10,818 for ~~both~~ the three months ended ~~June~~September 30, 2025 ~~and~~as compared to $1,016 for the same period in 2024 due to a refund received by the Company. Depreciation of fixed assets, along with amortization of intangible assets, increased by $~~502~~232,~~737~~758 to $2,~~154~~158,~~969~~931 for the three months ended ~~June~~September 30, 2025 from $1,~~652~~926,~~232~~173 in 2024 as a result of the Company ~~acquiring~~the ~~more~~acquisition of additional fixed assets during the ~~first~~nine ~~half~~months ofended ~~fiscal~~September ~~year~~30, 2025. There were ~~hauling~~ hauling and equipment maintenance costs of $~~827~~2,~~027~~070,847 during the three months ended ~~June~~September 30, 2025, as compared to $1,~~774~~785,~~273~~388 during ~~the~~ the same period in 2024, aan ~~decrease~~increase of $~~947~~285,~~246~~459, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $~~176~~217,~~529~~238 during the three months ended ~~June~~September 30, 2025 from $1246,~~621,874~~034 during the same period in 2024, a decrease of $128,~~445,345~~796 as a result of the Company having ~~significantly~~ less corporate ~~transactional~~ activity during the ~~three~~nine months ended ~~June~~September 30, 2025 compared to the same period in 2024. There was a decrease in rent, ~~expenses for the three months ended June 30~~utilities, ~~2025~~ ~~compared~~and toproperty ~~the~~maintenance ~~same~~expenses ~~period in 2024~~ as a result of the Company acquiring the equipment on certain properties, decreasing by $~~597~~365,~~029 to~~822 from $~~247~~671,~~231~~178 during the three months ended ~~June~~September 30, 2024 ~~2025~~to ~~from~~ $~~844~~305,~~260~~356 during the ~~three~~same ~~months~~period ~~ended~~in ~~June 30, 2024~~2025. There was a stock based compensation for services of $0 during the three months ended ~~June~~September 30, 2025, as compared to $~~2,716,008 during~~0 ~~the same period in 2024, a decrease of $2,716,008 primarily related to the Company’s warrant exchange that occurred~~ during the ~~three months ended June 30, 2024, which did not occur during the~~ same period in ~~2025~~2024. There was stock based compensation of $0 during the three months ended ~~June~~September 30, 2025, as compared to $20,~~833~~709 during the same period in 2024, a decrease of $20,~~833 primarily~~709 primarily related to ~~corporate~~a ~~branding.~~decrease ~~Loss~~in oncorporate ~~disposal~~branding ofactivities ~~asset was $88,723~~ in ~~the three months ended June 30,~~ 2025, as compared to ~~$0 for the same period in~~ 2024.

Our other general and administrative expenses decreased to $~~712~~852,~~551~~769 for the three months ended ~~June~~September 30, 2025 from $~~909~~1,~~724~~057,392 for the same period in 2024, a decrease of $~~197~~204,~~173~~623, as a result of the Company ~~focusing~~managing onits ~~reduction~~overhead ofmore ~~redundant expenditures and optimizing operating costs~~efficiently.

The change in these expenditures resulted in our total operating expenses ~~decreasing~~increasing to $68,~~764~~416,~~560~~190 during the three months ended ~~June~~ September 30, 2025 compared to $117,~~245~~981,~~027~~875 during the three months ended ~~June~~September 30, 2024, aan ~~decrease~~increase of $4434,~~480,467~~315.

Loss from Operations

Our loss from operations ~~decreased~~increased by $4481,~~309,777~~744 to $4,~~651~~918,~~395~~340 during the three months ended ~~June~~September 30, 2025, from $84,~~961~~436,~~172~~596 during the three months ended ~~June~~September 30, 2024 for the reasons discussed above.

Other Income (Expense)

During the three months ended ~~June~~September 30, 2025, we generated other expenses of $(~~266~~359,~~204~~339), as compared to other ~~income~~expenses of $16(361,~~284,495~~070) for the same period in 2024, a decrease of ~~$16,550,699.~~ ~~There was a gain on settlement of non-convertible notes and advances of~~ $1,~~013,796 and $1,056,962 for the three months ended June 30, 2025 and 2024, respectively~~731. Interest expenses and amortization of debt discount decreased to $(1326,~~336,449~~313) during the three months ended ~~June~~September 30, 2025 from $(2361,~~497,911~~070) during the three months ended ~~June~~September 30, 2024. Loss on ~~conversion~~ extinguishment of ~~convertible notes~~debt ~~decreased~~increased to $033,026 during the three months ended ~~June~~September 30, ~~2024~~2025, as compared to $~~(14,237,678) during the three months ended June 30, 2024. Loss on extinguishment of debt decreased to $~~0 during the three months ended ~~June 30, 2025 from $(16,351,827) during the~~September ~~three months ended June~~ 30, 2024. Other income – related party increased from $0 in the three months ended June 30, 2024 to $56,100 in 2025. Change in fair value of derivative liabilities was $0 for the three months ended June 30, 2025 as compared to $48,314,949 for the three months ended June 30, 2024.

Deemed Dividend

During the three months ended ~~June~~September 30, 2025, ~~there was~~and ~~a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $51,130,572 during the same period in~~ 2024, a ~~change~~there ofwere $~~51,130,572,~~0 ~~which was related to the reduction of the exercise price of certain warrants during the three months ended June 30, 2024 which did not occur during the same period~~ in ~~2025~~deemed dividends.

Net Loss Available to Common Stockholders

Our net loss was $45,~~917~~277,~~599~~679 for the three months ended ~~June~~September 30, 2025, as compared to $434,~~807~~797,~~249~~666 during the same period in 2024, aan ~~change~~ increase of $38480,~~889~~013,~~650,~~ for the reasons discussed above.

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

	For the six months ended June 30,
	For the Nine Months Ended September 30,
							$	$		%	%
	~~2025~~	2025		~~2024~~	2024		~~Change~~	Change		~~Change~~	Change
Revenue	$	1831,~~329~~049,~~992~~810		$	1624,~~386~~891,~~672~~859		$	16,~~943~~157,~~320~~951			1124.8674	%
Gross Profit		59,~~599~~097,~~828~~678			59,~~548~~093,~~116~~395			514,~~712~~283			0.9305	%
Operating Expenses		1422,~~132~~548,~~730~~920			1725,~~321~~302,~~013~~888			(32,~~188~~753,~~283~~968	)		(1810.4188	)%
Loss from Operations		(813,~~532~~451,~~902~~242	)		(1116,~~772~~209,~~897~~493	)		32,~~239~~758,~~995~~251			(2717.5202	)%
Other Income (Expense)		(1,~~050~~409,~~436~~776	)		1110,~~033~~672,~~706~~636			(12,~~084~~082,~~142~~412	)		(~~109~~113.5221	)%
Net Loss Available to Common Stockholders	$	(1217,~~583~~860,~~302~~982	)	$	(7782,~~268~~065,~~027~~693	)	$	64,~~684~~204,~~725~~711			(8378.7124	)%

Revenues

For the ~~six~~nine months ended ~~June~~September 30, 2025, we generated $1831,~~329~~049,~~992~~810 in revenues, as compared to $1624,~~386~~891,~~672~~859 during the same period in 2024, an increase of $16,~~943~~157,~~320~~951. This increase was primarily due to an increase in metal revenue and hauling revenue.

Our cost of revenues increased to $1221,~~730~~952,~~164~~132 for the ~~six~~nine months ended ~~June~~September 30, 2025 from $1015,~~838~~798,~~556~~464 during the same period in 2024, an an increase of $16,~~891~~153,~~608~~668, primarily due to an increase in hauling costs.

Our gross profit was $59,~~599~~097,~~828~~678 during the ~~six~~nine months ended ~~June~~September 30, 2025, an increase of $514,~~712~~283 from $59,~~548~~093,~~116~~395 during the same period in 2024 primarily due to ana ~~increase~~slight in margins on the Company’s hauling and metal revenue.

Operating Expenses

For the ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024, our operating expenses were $1422,~~132~~548,~~730~~920 and $1725,~~321~~302,~~013~~888 respectively, a decrease of $32,~~188~~753,~~283~~968. There was an increase in payroll and related expenses of $1,~~088~~912,~~164~~842 from $35,~~443~~717,~~851~~836 for the ~~six~~nine months ended ~~June~~September 30, 2024 as compared to $4 7,~~532~~630,~~015~~678 for the same period in 2025 as the Company focused on hiring key personnel for growth. Advertising expense increased by $5160,~~025~~972 to $5364,~~399~~362 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $23,~~374~~390 for the ~~six~~nine months ended ~~June~~ September 30, 2024 as the Company focused on expanding operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $~~983~~1,~~165~~215,922 to $46,~~274~~433,~~212~~142 for the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $35,~~291~~217,~~047~~220 for the ~~six~~nine months ended ~~June~~ September 30, 2024 as a result of the Company acquiring additional fixed assets. There were hauling and equipment maintenance costs of $24,~~100~~171,~~884~~731 during the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $24,~~375~~161,~~835~~223 during the ~~six~~nine months ended ~~June~~September 30, 2024, an aincrease ~~decrease~~ of $~~274~~10,~~951~~508. Consulting, accounting, and legal expenses decreased to $~~600~~817,~~092~~330 during the ~~six~~nine months ended ~~June~~September 30, 2025 ~~from~~ from $2,~~234~~480,~~145~~179 during the same period in 2024, a decrease of $1,~~634~~662,~~053 due to a decrease in corporate transactional activity in during 2025 when compared to 2024~~849. There was a decrease in rent expenses as a result of the ~~Company~~ Company acquiring the equipment on certain properties, decreasing $~~824~~1,~~212~~190,034 from $1,~~288~~959,~~132~~310 during the ~~six~~nine months ended ~~June~~September 30, 2024 to $~~463~~769,~~920~~276 during the same period in 2025. There was stock based compensation ~~for services~~ of $100,000 during the ~~six~~nine months ended ~~June~~ September 30, 2025 as compared to $3,004,909 during the ~~six~~nine months ended ~~June~~September 30, 2024, a decrease of $2,904,909 primarily related to the Company’s higher number of registered direct offerings ~~conducted~~ in 2024. There was no stock compensation during the ~~six~~nine months ended ~~June~~ September 30, 2025, as compared to $4162,~~666~~375 during the same period in 2024, a decrease of $4162,~~666~~375. ~~Loss on Asset for the six months ended June 30, 2025 was $49,188, as compared to $0 for the six months ended June 30, 2024.~~

36Our other general and administrative expenses increased to $2,811,644 for the nine months ended September 30, 2025 from $2,696,446 for the same period in 2024, an increase of $115,198, as a result of the Company expanding its operations

~~Our~~The change ~~other~~in ~~general~~these ~~and~~expenditures ~~administrative~~resulted in our total operating expenses ~~increased~~decreasing to $122,~~959~~548,~~020~~920 ~~for~~ during the ~~six~~nine months ended ~~June~~ September 30, 2025 ~~from~~compared to $125,~~639~~302,~~054~~888 ~~for~~during the ~~same~~nine ~~period~~months inended September 30, 2024, ana ~~increase~~decrease of $~~319~~2,~~966~~753, ~~as a result of the Company expanding its operations~~968.

The change in these expenditures resulted in our total operating expenses decreasing to $14,132,730 during the six months ended June 30, 2025 compared to $17,321,013 during the three months ended June 30, 2024, a decrease of $3,188,283.

Loss from Operations

Our loss from operations decreased by $32,~~239~~758,~~995~~251 to $813,~~532~~451,~~902~~242 during the ~~six~~ nine months ended ~~June~~September 30, 2025, from $1116,~~772~~209,~~897~~493 during the ~~six~~nine months ended ~~June~~September 30, 2024 for the reasons discussed above.

Other Income (Expense)

During the ~~six~~nine months ended ~~June~~September 30, 2025, we generated other expenses of $(1,~~050~~409,~~436~~776), as compared to other income of $1110,~~033~~672,~~706~~636, for the same period in 2024, a change of $12,~~084~~082,~~142~~412. There was a gain on settlement of non-convertible notes and advances of $1980,~~013,796~~769 and ~~compared to a gain of~~ $1,056,962 ~~during~~for the ~~same~~nine ~~period~~months inended September 30, 2025 and 2024, respectively. Interest expenses and amortization of debt discount decreased to $2,~~147~~473,~~302~~615 during the ~~six~~ nine months ended ~~June~~September 30, 2025 from $45,~~692~~053,~~140~~210 during the ~~six~~nine months ended September ~~June~~ 30, 2024~~, a decrease of $2,544,838~~. Expense for shares issued for financing decreased to $0 during the ~~six~~nine months ended ~~June~~September 30, 2025 from $52,182 during the ~~six~~nine months ended ~~June~~September 30, 2024. Loss on conversion of convertible notes decreased to $0 during the ~~six~~ nine months ended ~~June~~September 30, 2025 from $(14,213,480) during the ~~six~~nine months ended ~~June~~ September 30, 2024. Other income increased to $26,970 during the ~~six~~nine months ended ~~June~~September 30, 2025 from $1,351 during the ~~six~~nine months ended ~~June 30,~~September ~~2024. Other income (rental income from related party) increased from $0 in the six months ended June~~ 30, 2024 ~~to $56,100 in 2025~~. There was a gain ~~loss~~ on extinguishment of debt of $0980,769 during the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to loss of $(16,351,827) during the ~~six~~nine months ended ~~June~~September 30, 2024. There was a change of derivative liabilities of $0 during the ~~six~~nine months ended ~~June~~ September 30, 2025 as compared to $48,314,949 during the ~~six~~nine months ended ~~June~~September 30, 2024. ~~Equity issued for warrant inducement was $0 for the six months ended June 30, 2025, as compared to $3,029,927 for the six months ended June 30, 2024.~~

Deemed Dividend

During the ~~six~~nine months ended ~~June~~September 30, 2025, there was a deemed dividend of $2,999,964, ~~as compared to $52,574,896~~ for the reduction of exercise price of warrants, as compared to $52,574,896 during the same period in 2024, a ~~decrease~~ change of $49,574,932~~, which was related to the reduction of the exercise price of certain warrants during the three months ended June 30, 2024 which did not occur during the same period in 2025~~.

During the ~~six~~nine months ended ~~June~~September 30, 2025, there was a deemed dividend of $0, for the reduction of the conversion price of a debt note, as compared to $23,953,940 during the same period in 2024 ~~for the reduction of the conversion price of a debt note~~, a ~~decrease~~change of $23,953,940.

Net Loss Available to Common Stockholders

Our net loss was $917,~~583~~860,~~338~~982 during the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to $7782,~~268~~065,~~027~~693 during the same period in 2024, a change of $64,~~684~~204,~~725~~711, for the reasons discussed above.

Liquidity and Capital Resources

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~ September 30, 2025 was $(25,~~929~~860,~~827)~~291 as compared to $14,~~084~~756,~~802~~026 for the ~~six~~nine months ended ~~June~~September 30, 2024. For the ~~six~~nine months ended ~~June~~September 30, 2025, the cash flows used in operating activities were driven by a net loss of $914,~~583~~861,~~338~~018, amortization of right of use assets of $~~430~~488,~~545~~636, depreciation and amortization of $46,~~274~~433,~~212~~142, ~~increase~~decrease in due to related parties of $~~566~~1,~~874~~318,511, an increase in prepaid expenses of $~~411~~7,~~312~~212, stock based compensation of $100,000, interest and amortization of debt discount of $2,~~147~~473,~~302~~615, an increase in accounts receivable of $~~959~~614,~~813~~256, a gain on ~~conversion~~sale of ~~debt~~asset of $249,243, increase in accounts payable and accrued expenses of $220,029, principal payments made on operating lease liability of $1521,~~013~~216,~~796~~ and increase in inventories of $112,372. Net cash used in operating activities for the nine months ended September 30, 2025 was $5,860,291 as compared to net cash used in operating activities of $14,756,026 for the nine months ended September 30, 2024. For the nine months ended September 30, 2024, net cash used in operating activities was driven by a net loss of on$5,536,857, ~~disposal~~depreciation and amortization of ~~fixed~~$5,217,220, amortization of right of use assets (related-party) of $4976,~~188~~874, anamortization of ~~increase~~right inof ~~accrued~~use ~~payroll~~assets ~~and~~of $162,057, loss on conversion of debt of $14,213,480, stock based compensation of $62,375, equity issued for warrant inducement of $3,029,927, loss on extinguishment of debt of $16,351,827, warrants issued for financing of $3,004,909, payment of due to related parties of $2,070,402, increase of prepaid expenses of $~~472~~293,~~405~~136, a decrease inof accounts payable and accrued expenses of $929,322, change in fair value of derivative liabilities of $~~267~~48,~~563~~314,949, a decrease in ~~principal~~operating ~~payments~~lease ~~made~~liabilities of $194,162, a gain on ~~operating~~the ~~lease~~settlement ~~liability~~of non-convertible notes payable and advances of $1,056,962, interest and amortization of debt discount of $5,053,210, an increase in accounts receivable of $~~485~~1,~~981~~384,461, and aan ~~decrease~~increase in inventories of $1,~~751~~944,~~450~~850, accrued payroll and related expenses of $202,804.

~~For~~Net ~~the six months ended June 30, 2024, net~~ cash used in ~~operating~~investing activities was ~~driven by a net loss of~~ $~~739~~1,~~191~~070,317 ~~depreciation~~ and ~~amortization of~~ $310,~~291~~302,~~047, amortization of right of use assets (related-party)~~216 offor ~~$49,960,~~the ~~amortization~~nine ofmonths ~~right~~ended ofSeptember ~~use assets of $104~~30,~~935,~~ ~~loss~~2025 onand ~~conversion of debt of $14~~2024,~~213,480,~~ ~~stock~~respectively. ~~based~~For ~~compensation~~the ofnine ~~$41,666, equity~~months ~~issued~~ended ~~for~~September ~~warrant inducement of $3~~30,~~029,927,~~ ~~loss on extinguishment of debt of $16~~2025,~~351,827,~~ ~~stock~~there ~~based~~was ~~compensation~~cash ~~for services of $3,004,909,~~used ~~payment~~in ofthe ~~due~~purchase ~~to related parties~~ of ~~$5,652,583,~~equipment ~~increase~~ of ~~prepaid expenses of~~ $~~499~~1,~~079~~520,748 ~~an increase of accounts payable~~ and ~~accrued expenses~~cash ofreceived ~~$1,143,496,~~for ~~change~~the indisposal ~~fair value~~ of ~~derivative~~assets ~~liabilities~~ of $48450,~~314,949,~~341. aFor ~~decrease~~the innine ~~operating~~months ~~lease~~ended ~~liabilities of $129,118,~~September a30, ~~gain on the settlement of non-convertible notes payable and advances of $1~~2024,~~056,962,~~ ~~interest~~there ~~and~~was ~~amortization~~cash ofused ~~debt discount of $4,692,140, an increase~~ in ~~accounts~~the ~~receivable~~purchase of ~~$301,210,~~equipment ~~and an increase in inventories~~ of $~~922~~10,~~974~~302, ~~accrued payroll and related expenses of $105,131~~216.

37Net cash provided by financing activities was $5,804,511 during the nine months ended September 30, 2025, as compared to $38,711,738 during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, there were proceeds from sales of common stock and warrants of $10,478,606, bank overdrafts of $(79,577), repayment of non-convertible notes of $2,294,518, and repayment of convertible notes of $2,300,000. During the nine months ended September 30, 2024, the Company received $2,843,950 from the issuance of factoring advances, $40,369,116 from the sale of common stock with warrants, $2,834,632 from warrant exercises, and $247,842 from bank overdrafts, while utilizing $2,548,331 in the repayment of non-convertible notes, $3,538,388 for the repayment of factoring advances, and $1,497,083 for the repayment of convertible notes.

Net cash used in investing activities was $(629,651) and $(2,560,135) for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, there was cash used in the purchase of equipment of $781,651 and cash received for the disposal of assets of $152,000. For the six months ended June 30, 2024, there was cash used in the purchase of equipment of $2,560,135.

Net cash provided by financing activities was $6,274,939 during the six months ended June 30, 2025, as compared to $39,401,892 during the six months ended June 30, 2024. During the six months ended June 30, 2025, there were proceeds from sales of common stock and warrants of $9,143,806, bank overdrafts of $184,053, repayment of non-convertible notes of $1,719,614, and repayment of non-convertible notes payable – related party of 2,300,000. During the six months ended June 30, 2024, the Company received $2,843,950 from the issuance of factoring advances, $40,369,116 from the sale of common stock with warrants, $2,834,632 from warrant exercises, and $235,584 from bank overdrafts, while utilizing $1,845,919 in the repayment of non-convertible notes, $3,538,388 for the repayment of factoring advances, and $1,497,083 for the repayment of convertible notes.

Capital Resources

As of ~~June~~September 30, 2025, we had cash on hand of $51,~~291~~450,~~625~~367. We currently have no external sources of liquidity such as arrangements with ~~credit~~ credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate ~~access~~ access to capital.

Required Capital over the Next Fiscal Year

As of ~~June~~September 30, 2025, the Company had cash of $51,~~291~~450,~~625~~367 and a working capital deficit (current liabilities in excess of current assets) of $(913,~~532~~715,~~569~~081). The accumulated deficit as of ~~June~~September 30, 2025 was $(~~508~~514,~~895~~174,~~648~~816). For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company had a loss from operations of $(813,~~532~~451,~~902)~~ 242 and cash used in operating activities of $25,~~929~~860,~~827~~291. 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.

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

~~The~~Appointment ~~Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any~~ of ~~our contracts~~Chelsea orPullano ~~other~~as ~~documents~~Chief ~~are~~Financial ~~not~~Officer ~~necessarily complete, and each such reference is qualified in all respects by reference to the full text~~ of ~~such contract or other document filed as an exhibit to~~ the ~~relevant Current Report on Form 8-K.~~Company

Effective as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial Officer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting and SEC reporting duties of the Company (collectively, the “MACK Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the Board. As CFO, Ms. Pullano will provide strategic financial oversight and executive-level support to the Company, including review and certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO Services” and together with the MACK Services, the “Services”).

In consideration of the Services to be performed, the Company will pay MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano will be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days’ notice.

Nasdaq Filing Rule Deficiencies

On May 23, 2025, the Company received a staff determination letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had not filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1 10-Q”) and therefore was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company was advised that it had 60 calendar days to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing due date — which would correspond to a compliance deadline of November 17, 2025. The Company intends to submit such plan but there is no assurance the plan will be accepted or that the Company will achieve compliance within the timeframe.

On August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (“Q2 10-Q”), together with the previously delayed Q1 10-Q. The notice states that the Company must submit an updated plan to Nasdaq by September 8, 2025 to regain compliance with Listing Rule 5250(c)(1). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its plan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.

On November 18, 2025, 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 September 30, 2025 (the “Q3 10-Q”). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 10-Q with the SEC. On November 21, 2025, the Company formally requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the Company filed the Q2 10-Q with the SEC.

Resolution of ~~the Nasdaq~~ Minimum Bid Price Deficiency

As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice indicated that the Company had 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company was eligible to receive an additional 180 calendar day period or until September 8, 2025, to ~~regain~~ regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A). On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary authority to effect one or more ~~consolidation~~ consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m., eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025. On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As a result, listing matter was 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 ~~Interim~~ 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~~ 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 ~~Interim~~ 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. Management has implemented remediation steps to address the material weaknesses and to improve our internal controls. We are now in the process of enhancing the design of certain internal control procedures and implementing new internal controls over, among other items, improving and ensuring continual uninterrupted internal access to to financial and accounting records of the Company necessary to timely file its required reports with the SEC. These controls are ~~planned~~ planned to be tested for design and operating effectiveness in future periods.

While the Company has implemented remediation steps, the material weaknesses cannot be considered fully remediated until the improved controls have been in place and operate for a sufficient period of time. However, our management, including our Chief Executive Officer and Interim Chief Financial Officer, concluded that, notwithstanding the identified material weaknesses in our internal controls over financial reporting, the financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Changes in Internal Control over Financial Reporting

Other than as discussed above, 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~~September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4039

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, 2024 as filed with the SEC on April 15, 2025.

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 ~~six~~three months ended ~~June~~September 30, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

4140

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.

			Incorporated by Reference
No.	Description	Form	File No.	Exhibit	Filing Date
2.1	Plan of Reorganization, dated March 18, 2014.	S-1	333-196735	2.1	June 13, 2014
2.2	Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc. and Danny Meeks, as the sole shareholder, dated September 30, 2021	8-K	000-55431	10.1	October 6, 2021
3.1	Second Amended and Restated Certificate of Incorporation of the Registrant	8-K/A	000-55431	3.1	June 19, 2018
3.2	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation effective September 30, 2021, field with the Secretary of State on September 30, 2021	8-K	000-55431	3.1	October 6, 2021
3.3	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.1	February 25, 2022
3.4	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.2	February 25, 2022
3.5	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-41452	3.1	June 3, 2024

3.6	Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock.	8-K	000-55431	3.1	April 2, 2024
3.7	Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024	8-K	001-41452	3.1	June 3, 2024
3.8	Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024	8-K	001-41452	3.1	November 18, 2024
3.9	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation	8-K	001-41452	3.1	August 25, 2025
3.10	Amended and Restated Bylaws of the Registrant.	8-K	001-41452	3.1	November 29, 2022
3.11	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant	DEF 14A	001-41452	Appendix A	June 3, 2024
4.1	Form of Common Stock Certificate.	S-1	333-196735	4.1	June 13, 2014
4.2	Form of Warrant dated July 2023	8-K	000-55431	4.1	August 3, 2023
4.3	Form of Senior Note dated July 2023	8-K	000-55431	4.2	August 3, 2023
4.4	Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC	8-K	000-55431	4.3	August 3, 2023
4.5	Form of Warrant issued to Purchasers, dated August 2023	8-K	000-55431	4.1	August 21, 2023
4.6	Form of Placement Agent Warrant, dated August 2023	8-K	000-55431	4.2	August 21, 2023
4.7	Form of Warrant	8-K	000-55431	4.1	December 6, 2021
4.8	Form of Senior Note	8-K	000-55431	4.2	December 6, 2021
4.9	Form of Inducement Warrant	8-K	001-41452	4.1	March 18, 2024
4.10	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	April 22, 2024
4.11	Form of Financial Advisor Warrant	8-K	001-41452	4.2	April 22, 2024
4.12	Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party thereto.	8-K	001-41452	4.1	May 3, 2024
4.13	Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers party thereto.	8-K	001-41452	4.1	May 9, 2024
4.14	Form of Warrant issued to Purchasers	10-Q	001-41452	4.1	May 20, 2024
4.15	Form of Financial Advisor Warrant	10-Q	001-41452	4.2	May 20, 2024
4.16	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	June 11, 2024
4.17	Form of Placement Agent Warrant	8-K	001-41452	4.2	June 11, 2024
4.18	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	January 13, 2025
4.19	Form of Placement Agent Warrant	8-K	001-41452	4.2	January 13, 2025
4.20	Form of Warrant Amendment entered into with Existing Holders	8-K	001-41452	4.3	January 13, 2025
4.21	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	February 11, 2025
4.22	Form of Placement Agent Warrant	8-K	001-41452	4.2	February 11, 2025
4.23	Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC	8-K	001-41452	4.1	December 2, 2024

3.6	Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock.	8-K	000-55431	3.1	April 2, 2024
10.1	2014 Stock Incentive Plan and form of agreements thereunder.	S-1	333-196735	10.12	June 13, 2014
3.7	Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024	8-K	001-41452	3.1	June 3, 2024
10.2	2015 Stock Incentive Plan and form of agreements thereunder.	10-K	333-196735	10.12	March 30, 2016
3.8	Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024	8-K	001-41452	3.1	November 18, 2024
10.3	2016 Stock Incentive Plan and form of agreements thereunder.	8-K	000-55431	4.1	September 23, 2016
3.9	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed August 20, 2025	8-K	001-41452	3.1	August 25, 2025
10.4	2017 Equity Incentive Plan and form of agreements thereunder.	DEF 14C	000-55431	Appendix A	December 9, 2016
3.10	Amended and Restated Bylaws of the Registrant.	8-K	001-41452	3.1	November 29, 2022
10.5	2018 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix B	May 11, 2018
3.11	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant	DEF 14A	001-41452	Appendix A	June 3, 2024
10.6	2021 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix C	July 12, 2021
4.1	Form of Common Stock Certificate.	S-1	333-196735	4.1	June 13, 2014
10.7	2022 Equity Incentive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	October 11, 2022
4.2	Description of Registrant’s Securities	10-K	001-41452	4.2	March 31, 2023
10.8	2023 Equity Inventive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	August 31, 2023
4.3	Form of Warrant dated July 2023	8-K	000-55431	4.1	August 3, 2023
10.9	2024 Equity Inventive Plan and form of agreements thereunder.	DEF 14A	001-41452	Appendix A	April 11, 2024
4.4	Form of Senior Note dated July 2023	8-K	000-55431	4.2	August 3, 2023
10.10	Amendment No. 1 to the 2024 Equity Inventive Plan	DEF 14A	001-41452	Appendix B	June 3, 2024
4.5	Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC	8-K	000-55431	4.3	August 3, 2023
10.11	Form of Amended and Restated Simple Agreement for Future Tokens.	S-1	333-223038	10.27	February 14, 2018
4.6	Form of Warrant issued to Purchasers, dated August 2023	8-K	000-55431	4.1	August 21, 2023
10.12	Employment Agreement by and between the Company and Danny Meeks	8-K	000-55431	10.2	October 6, 2021
4.7	Form of Placement Agent Warrant, dated August 2023	8-K	000-55431	4.2	August 21, 2023
10.13	Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.1	December 6, 2021
4.8	Form of Warrant	8-K	000-55431	4.1	December 6, 2021
10.14	Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.2	December 6, 2021
4.9	Form of Senior Note	8-K	000-55431	4.2	December 6, 2021
10.15	Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.3	December 6, 2021
4.10	Form of Inducement Warrant	8-K	001-41452	4.1	March 18, 2024
10.16	Form of Exchange Agreement	8-K/A	000-55431	10.1	April 2, 2024
4.11	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	April 22, 2024
10.17	Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.1	August 3, 2023
4.12	Form of Financial Advisor Warrant	8-K	001-41452	4.2	April 22, 2024
10.18	Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.2	August 3, 2023
4.13	Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party thereto.	8-K	001-41452	4.1	May 3, 2024
10.19	Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.3	August 3, 2023
4.14	Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers party thereto.	8-K	001-41452	4.1	May 9, 2024
4.15	Form of Warrant issued to Purchasers	10-Q	001-41452	4.1	May 20, 2024
4.16	Form of Financial Advisor Warrant	10-Q	001-41452	4.2	May 20, 2024
4.17	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	June 11, 2024
4.18	Form of Placement Agent Warrant	8-K	001-41452	4.2	June 11, 2024
4.19	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	January 13, 2025
4.20	Form of Placement Agent Warrant	8-K	001-41452	4.2	January 13, 2025
4.21	Form of Warrant Amendment entered into with Existing Holders	8-K	001-41452	4.3	January 13, 2025
4.22	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	February 11, 2025
4.23	Form of Placement Agent Warrant	8-K	001-41452	4.2	February 11, 2025
4.24	Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC	8-K	001-41452	4.1	December 2, 2024

10.1+	2014 Stock Incentive Plan and form of agreements thereunder.	S-1	333-196735	10.12	June 13, 2014
10.20	Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC	8-K	000-55431	10.4	August 3, 2023
10.2+	2015 Stock Incentive Plan and form of agreements thereunder.	10-K	333-196735	10.12	March 30, 2016
10.21	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto.	8-K	000-55431	10.1	August 21, 2023
10.3+	2016 Stock Incentive Plan and form of agreements thereunder.	8-K	000-55431	4.1	September 23, 2016
10.22	Form of Inducement Letter	8-K	000-55431	10.1	March 18, 2024
10.4+	2017 Equity Incentive Plan and form of agreements thereunder.	DEF 14C	000-55431	Appendix A	December 9, 2016
10.23	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	April 22, 2024
10.5+	2018 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix B	May 11, 2018
10.24	Form of Exchange Agreement	8-K	001-41452	10.2	April 22, 2024
10.6+	2021 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix C	July 12, 2021
10.25	Form of Voting Agreement	8-K	001-41452	10.3	April 22, 2024
10.7+	2022 Equity Incentive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	October 11, 2022
10.26	Form of Exchange Agreement	8-K	001-41452	10.1	May 16, 2024
10.8+	2023 Equity Inventive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	August 31, 2023
10.27	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	10-Q	001-41452	10.1	May 20, 2024
10.9+	2024 Equity Inventive Plan and form of agreements thereunder.	DEF 14A	001-41452	Appendix A	April 11, 2024
10.28	Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	June 11, 2024
10.10+	Amendment No. 1 to the 2024 Equity Inventive Plan	DEF 14A	001-41452	Appendix B	June 3, 2024
10.29	Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, OceanaSalvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc.	8-K	001-41452	10.1	December 2, 2024
10.11	Form of Amended and Restated Simple Agreement for Future Tokens.	S-1	333-223038	10.27	February 14, 2018
10.30	Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	January 13, 2025
10.12+	Employment Agreement by and between the Company and Danny Meeks	8-K	000-55431	10.2	October 6, 2021
10.31	Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto	8-K	001-41452	10.2	January 13, 2025
10.13	Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.1	December 6, 2021
10.32	Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto	8-K	001-41452	10.3	January 13, 2025
10.14	Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.2	December 6, 2021
10.33	Form of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	February 11, 2025
10.15	Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.3	December 6, 2021
10.34	Scope of Work Agreement, dated January 2, 2026, between the Company and MACK Financial Solutions, LLC	8-K	001-41452	10.1	February 10, 2026
10.16	Form of Exchange Agreement	8-K/A	000-55431	10.1	April 2, 2024
31.1*	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
10.17	Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.1	August 3, 2023
31.2*	Chief Financial Officer Certification pursuant to Rule 13a- 14(a)/15d-14(a)
10.18	Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.2	August 3, 2023
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.19	Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.3	August 3, 2023
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	*	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.

10.20	Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC	8-K	000-55431	10.4	August 3, 2023
10.21	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto.	8-K	000-55431	10.1	August 21, 2023
10.22	Form of Inducement Letter	8-K	000-55431	10.1	March 18, 2024
10.23	FormofSecuritiesPurchaseAgreementbetween Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	April 22, 2024
10.24	Form of Exchange Agreement	8-K	001-41452	10.2	April 22, 2024
10.25	Form of Voting Agreement	8-K	001-41452	10.3	April 22, 2024
10.26	Form of Exchange Agreement	8-K	001-41452	10.1	May 16, 2024
10.27	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	10-Q	001-41452	10.1	May 20, 2024
10.28	Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	June 11, 2024
10.29	Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, OceanaSalvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc.	8-K	001-41452	10.1	December 2, 2024
10.30	Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	January 13, 2025
10.31	Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto	8-K	001-41452	10.2	January 13, 2025
10.32	Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto	8-K	001-41452	10.3	January 13, 2025
10.33	Form of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	February 11, 2025
31.1*	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2*	Chief Financial Officer Certification pursuant to Rule 13a- 14(a)/15d-14(a).
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* 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.

+ Denotes a management contract or compensatory plan.

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: February 5, 2026	By:	/s/ Danny Meeks
Date: March 6, 2026	By:	/s/ Danny Meeks
		Danny Meeks, Chief Executive Officer and Interim Chief Financial Officer
		Danny Meeks, Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
		(Principal Executive Officer)
Date: March 6, 2026	By:	/s/ Chelsea Pullano
		Chelsea Pullano, Chief Financial Officer
		(Principal Financial and Accounting Officer)

4645

Filing Compare · Greenwave Technology Solutions, Inc.