# Greenwave Technology Solutions, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Greenwave Technology Solutions, Inc.](/companies/gwav.md) (CIK 1589149)
- Form: 10-Q
- Filed: 2026-02-05
- Accepted by EDGAR: Feb 5, 2026, 15:56 ET
- Period: 2025-06-30
- Accession: 0001493152-26-005251
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1589149/000149315226005251/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1589149/000149315226005251/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $11.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $18.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $8.9m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $12.7m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $2.1m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $5.6m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$4.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$8.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $1.3m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $2.1m | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$4.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$9.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$8.98 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$25.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$8.98 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$25.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 547,695 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 503,110 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$2.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $781.7k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $5.3m | us-gaap:Cash |
| Current assets | at 2025-06-30 | $10.0m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $64.1m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $19.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $26.2m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $6.3m | us-gaap:LongTermDebt |
| Short-term borrowings | at 2025-06-30 | $7.5m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-06-30 | $38.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 31,249 characters.

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 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 people as of February 3, 2026.

### Products and Services

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

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

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

### Pricing and Customers

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

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

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

### Sources of Unprocessed Metal

Our main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets. As of the second quarter of 2023, the Company expanded our operations by opening a metal recycling facility in Cleveland, Ohio.

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 Three Months Ended June 30, 2025 and 2024

|  | 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)% |

### Revenues

For the three months ended June 30, 2025, we generated $10,996,282 in revenues, as compared to $7,881,895 during the same period in 2024, an increase of $3,114,387. This increase was primarily due to growth in metal and hauling revenue.

Our cost of revenues increased to $8,883,117 for the three months ended June 30, 2025 from $5,598,040 during the same period in 2024, an increase of $3,285,077, primarily due to an increase in metal costs.

Our gross profit was $2,113,165 during the three months ended June 30, 2025, a decrease of $170,690 from $2,283,855 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 30, 2025 and 2024, our operating expenses were $6,764,560 and $11,245,027 respectively, a decrease of $4,480,467. There was an increase in payroll and related expenses of $851,707 as payroll and related expenses were $2,557,530 for the three months ended June 30, 2025 as compared to $1,705,823 for the same period in 2024 which was the result of expanding operations. Advertising expense was $0 for both the three months ended June 30, 2025 and 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 $502,737 to $2,154,969 for the three months ended June 30, 2025 from $1,652,232 in 2024 as a result of the Company acquiring more fixed assets during the first half of fiscal year 2025. There were hauling and equipment maintenance costs of $827,027 during the three months ended June 30, 2025, as compared to $1,774,273 during the same period in 2024, a decrease of $947,246, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $176,529 during the three months ended June 30, 2025 from $1,621,874 during the same period in 2024, a decrease of $1,445,345 as a result of the Company having significantly less corporate transactional activity during the three months ended June 30, 2025 compared to the same period in 2024. There was a decrease in rent expenses for the three months ended June 30, 2025 compared to the same period in 2024 as a result of the Company acquiring the equipment on certain properties, decreasing by $597,029 to $247,231 during the three months ended June 30, 2025 from $844,260 during the three months ended June 30, 2024. There was a stock based compensation for services of $0 during the three months ended June 30, 2025, as compared to $2,716,008 during 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. There was stock based compensation of $0 during the three months ended June 30, 2025, as compared to $20,833 during the same period in 2024, a decrease of $20,833 primarily related to corporate branding. Loss on disposal of 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 $712,551 for the three months ended June 30, 2025 from $909,724 for the same period in 2024, a decrease of $197,173, as a result of the Company focusing on reduction of redundant expenditures and optimizing operating costs.

The change in these expenditures resulted in our total operating expenses decreasing to $6,764,560 during the three months ended June 30, 2025 compared to $11,245,027 during the three months ended June 30, 2024, a decrease of $4,480,467.

### Loss from Operations

Our loss from operations decreased by $4,309,777 to $4,651,395 during the three months ended June 30, 2025, from $8,961,172 during the three months ended June 30, 2024 for the reasons discussed above.

### Other Income (Expense)

During the three months ended June 30, 2025, we generated other expenses of $(266,204), as compared to other income of $16,284,495 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. Interest expenses and amortization of debt discount decreased to $(1,336,449) during the three months ended June 30, 2025 from $(2,497,911) during the three months ended June 30, 2024. Loss on conversion of convertible notes decreased to $0 during the three months ended June 30, 2024, 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 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 30, 2025, there was 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 of $51,130,572, 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.

### Net Loss Available to Common Stockholders

Our net loss was $4,917,599 for the three months ended June 30, 2025, as compared to $43,807,249 during the same period in 2024, a change of $38,889,650, for the reasons discussed above.

### For the Six Months Ended June 30, 2025 and 2024

|  | For the six months ended June 30, 2025 | 2024 | $% Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $18,329,992 | $16,386,672 | $1,943,320 | 11.86% |
| Gross Profit | 5,599,828 | 5,548,116 | 51,712 | 0.93% |
| Operating Expenses | 14,132,730 | 17,321,013 | (3,188,283) | (18.41)% |
| Loss from Operations | (8,532,902) | (11,772,897) | 3,239,995 | (27.52)% |
| Other Income (Expense) | (1,050,436) | 11,033,706 | (12,084,142) | (109.52)% |
| Net Loss Available to Common Stockholders | $(12,583,302) | $(77,268,027) | $64,684,725 | (83.71)% |

### Revenues

For the six months ended June 30, 2025, we generated $18,329,992 in revenues, as compared to $16,386,672 during the same period in 2024, an increase of $1,943,320. This increase was primarily due to an increase in metal revenue and hauling revenue.

Our cost of revenues increased to $12,730,164 for the six months ended June 30, 2025 from $10,838,556 during the same period in 2024, an increase of $1,891,608, primarily due to an increase in hauling costs.

Our gross profit was $5,599,828 during the six months ended June 30, 2025, an increase of $51,712 from $5,548,116 during the same period in 2024 primarily due to an increase in margins on the Company’s hauling and metal revenue.

### Operating Expenses

For the six months ended June 30, 2025 and 2024, our operating expenses were $14,132,730 and $17,321,013 respectively, a decrease of $3,188,283. There was an increase in payroll and related expenses of $1,088,164 from $3,443,851 for the six months ended June 30, 2024 as compared to $4,532,015 for the same period in 2025 as the Company focused on hiring key personnel for growth. Advertising expense increased by $51,025 to $53,399 for the six months ended June 30, 2025 as compared to $2,374 for the six months ended June 30, 2024 as the Company focused on expanding operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $983,165 to $4,274,212 for the six months ended June 30, 2025 as compared to $3,291,047 for the six months ended June 30, 2024 as a result of the Company acquiring additional fixed assets. There were hauling and equipment maintenance costs of $2,100,884 during the six months ended June 30, 2025 as compared to $2,375,835 during the six months ended June 30, 2024, a decrease of $274,951. Consulting, accounting, and legal expenses decreased to $600,092 during the six months ended June 30, 2025 from $2,234,145 during the same period in 2024, a decrease of $1,634,053 due to a decrease in corporate transactional activity in during 2025 when compared to 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $824,212 from $1,288,132 during the six months ended June 30, 2024 to $463,920 during the same period in 2025. There was stock based compensation for services of $100,000 during the six months ended June 30, 2025 as compared to $3,004,909 during the six months ended June 30, 2024, a decrease of $2,904,909 primarily related to the Company’s registered direct offerings conducted in 2024. There was no stock compensation during the six months ended June 30, 2025, as compared to $41,666 during the same period in 2024, a decrease of $41,666. 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.

Our other general and administrative expenses increased to $1,959,020 for the six months ended June 30, 2025 from $1,639,054 for the same period in 2024, an increase of $319,966, as a result of the Company expanding its operations.

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 $3,239,995 to $8,532,902 during the six months ended June 30, 2025, from $11,772,897 during the six months ended June 30, 2024 for the reasons discussed above.

### Other Expense

During the six months ended June 30, 2025, we generated other expenses of $1,050,436, as compared to other income of $11,033,706, for the same period in 2024, a change of $12,084,142. There was a gain on settlement of non-convertible notes and advances of $1,013,796 and compared to a gain of $1,056,962 during the same period in 2024. Interest expenses and amortization of debt discount decreased to $2,147,302 during the six months ended June 30, 2025 from $4,692,140 during the six months ended June 30, 2024, a decrease of $2,544,838. Expense for shares issued for financing decreased to $0 during the six months ended June 30, 2025 from $52,182 during the six months ended June 30, 2024. Loss on conversion of convertible notes decreased to $0 during the six months ended June 30, 2025 from $(14,213,480) during the six months ended June 30, 2024. Other income increased to $26,970 during the six months ended June 30, 2025 from $1,351 during the six months ended June 30, 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 loss on extinguishment of debt of $0 during the six months ended June 30, 2025 as compared to $16,351,827 during the six months ended June 30, 2024. There was a change of derivative liabilities of $0 during the six months ended June 30, 2025 as compared to $48,314,949 during the six months ended June 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 months ended June 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 during the same period in 2024, a decrease 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 months ended June 30, 2025, there was a deemed dividend of $0, 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 of $23,953,940.

### Net Loss Available to Common Stockholders

Our net loss was $9,583,338 during the six months ended June 30, 2025, as compared to $77,268,027 during the same period in 2024, a change of $64,684,725, for the reasons discussed above.

### Liquidity and Capital Resources

Net cash used in operating activities for the six months ended June 30, 2025 was $(2,929,827) as compared to $14,084,802 for the six months ended June 30, 2024. For the six months ended June 30, 2025, the cash flows used in operating activities were driven by a net loss of $9,583,338, amortization of right of use assets of $430,545, depreciation and amortization of $4,274,212, increase in due to related parties of $566,874, an increase in prepaid expenses of $411,312, stock based compensation of $100,000, interest and amortization of debt discount of $2,147,302, an increase in accounts receivable of $959,813, a gain on conversion of debt of $1,013,796, a loss on disposal of fixed assets of $49,188, an increase in accrued payroll and related expenses of $472,405, a decrease in accounts payable and accrued expenses of $267,563, a decrease in principal payments made on operating lease liability of $485,981, and a decrease in inventories of $1,751,450.

For the six months ended June 30, 2024, net cash used in operating activities was driven by a net loss of $739,191, depreciation and amortization of $3,291,047, amortization of right of use assets (related-party) of $49,960, amortization of right of use assets of $104,935, loss on conversion of debt of $14,213,480, stock based compensation of $41,666, equity issued for warrant inducement of $3,029,927, loss on extinguishment of debt of $16,351,827, stock based compensation for services of $3,004,909, payment of due to related parties of $5,652,583, increase of prepaid expenses of $499,079, an increase of accounts payable and accrued expenses of $1,143,496, change in fair value of derivative liabilities of $48,314,949, a decrease in operating lease liabilities of $129,118, a gain on the settlement of non-convertible notes payable and advances of $1,056,962, interest and amortization of debt discount of $4,692,140, an increase in accounts receivable of $301,210, and an increase in inventories of $922,974, accrued payroll and related expenses of $105,131.

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 30, 2025, we had cash on hand of $5,291,625. We currently have no external sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

#### Required Capital over the Next Fiscal Year

As of June 30, 2025, the Company had cash of $5,291,625 and a working capital deficit (current liabilities in excess of current assets) of $(9,532,569). The accumulated deficit as of June 30, 2025 was $(508,895,648). For the six months ended June 30, 2025, the Company had a loss from operations of $(8,532,902) and cash used in operating activities of $2,929,827. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.

If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

### Contractual Obligations

Our contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

### Recent Developments

The Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our contracts or other documents are not 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.

#### 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.

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.

#### 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 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 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. 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.

## Controls and procedures

As filed, 3,547 characters.

### 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 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 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 financial and accounting records of the Company necessary to timely file its required reports with the SEC. These controls are 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 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 246 characters.

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.

Filed Feb 5, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-005251. Last ingested by Listed: Nov 5, 2026, 11:26 ET. No prices; not investment advice.