Greenwave Technology Solutions, Inc.: Form 10-Q for the period ended Jun 30, 2026

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.

Overview

We were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration equal to $10,000 and have discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia.

Upon the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances, construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding, separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.

We operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location is expected to come online in the second quarter of 2024. Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.

The shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless steel), and shredded insulated wire (mainly copper and aluminum).

One of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability of our existing operations.

Empire is headquartered in Chesapeake, Virginia and employs 164 people as of August 18, 2026.

Products and Services

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

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

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

Pricing and Customers

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

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

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

Sources of Unprocessed Metal

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

Our supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal, and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.

Competition

We compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations, and with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.

We aim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology solutions, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we have been able to develop based on our experience.

Results of Operations

For the Three Months Ended June 30, 2026 and 2025

Revenues

For the three months ended June 30, 2026, we generated $15,995,879 in revenues, as compared to $10,996,282 during the same period in 2025, an increase of $4,999,597.

Our cost of revenues increased to $9,935,885 for the three months ended June 30, 2026 from $8,883,117 during the same period in 2025, an increase of $1,052,768, primarily due to the increase in revenues and the costs of rapid scaling. This increase was composed of an increase in metal scrap cost of revenues from $7,381,585 during the three months ended June 30, 2025 to $9,125,425 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,501,532 during the three months ended June 30, 2025 to $810,461 during 2026.

Our gross profit increased to $6,059,994 for the three months ended June 30, 2026, from $2,113,165 during the same period in 2025, an increase of $3,946,829 primarily due to an increase in margins on the Company’s metal revenue partially offset by a decrease in margin on the Company’s hauling revenue. This was composed of an increase in metal scrap gross profits from a gross loss of $(271,485) during the three months ended June 30, 2025 to $5,329,098 during the three months ended June 30, 2026, an increase of $5,600,583. It was also partially offset by a decrease in gross profit from hauling gross margins from $2,363,650 for the period ending June 30, 2025 to $709,295 for the period ending June 30, 2026, a decrease of $1,654,355. A decrease in other gross profit from $45,000 for the period ending June 30, 2025 to $21,600 for the period ending June 30, 2026, a decrease of $23,400 also offset the total increase.

Operating Expenses

For the three months ended June 30, 2026 and 2025, our operating expenses were $8,906,499 and $6,764,560 respectively, representing an increase of $2,141,939. The increase was partially attributable to an increase in payroll and related expenses of $549,583 as payroll and related expenses were $3,107,113 for the three months ended June 30, 2026 as compared to $2,557,530 for the same period in 2025 which was the result of expanding operations. Advertising expenses increased by $16,921 to $16,921 for the three months ended June 30, 2026 as compared to $0 for the same period in 2025. Depreciation of fixed assets, along with amortization of intangible assets, increased by $61,828 to $2,216,797 for the three months ended June 30, 2026 from $2,154,969 for the same period in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and June 30, 2026. There were hauling and equipment maintenance costs of $2,172,949 during the three months ended June 30, 2026, as compared to $827,027 during the same period in 2025, an increase of $1,345,922, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $325,793 during the three months ended June 30, 2026 from $176,529 during the same period in 2025, an increase of $149,263 as a result of the Company’s continued work towards Nasdaq compliance. There was an increase in rent, utilities, and property maintenance expenses as a result of the Company acquiring the equipment on certain properties, increasing $13,194 from $247,231 during the three months ended June 30, 2025 to $260,425 during the same period in 2026. Stock based compensation for services during the three months ended June 30, 2026 and June 30, 2025 was $0. There was a loss on sale of asset of $88,723 during the three months ended June 30, 2025, as compared to $0 during the same period during 2026.

Our other general and administrative expenses increased to $806,502 for the three months ended June 30, 2026 from $712,551 for the same period in 2025, an increase of $93,951.

The change in these expenditures resulted in our total operating expenses increasing to $8,906,499 during the three months ended June 30, 2026 compared to $6,764,560 during the three months ended June 30, 2025, an increase of $2,141,939.

Loss from Operations

Our loss from operations was reduced by $1,804,890 to $2,846,505 during the three months ended June 30, 2026, from $4,651,395 during the three months ended June 30, 2025 for the reasons discussed above.

Other Income (Expense)

During the three months ended June 30, 2026, we generated other expenses of $394,658, as compared to other expenses of $266,204 for the same period in 2025, an increase of $128,454. Interest expenses and amortization of debt discount decreased to $393,311 during the three months ended June 30, 2026 from $1,336,449 during the three months ended June 30, 2025. There was other expenses of $1,347 for the three months ended 2026, as compared to other income of $349 for the three months ended June 30, 2025. In the three months ended June 30, 2025 there was loss on extinguishment of debt of $56,100 and gain on settlement of non-convertible notes of $1,013,796, as compared to $0 for both of these items in the same period of 2026.

Deemed Dividend

There were no deemed dividends for the three months ended June 30, 2026 or 2025.

Net Loss Available to Common Stockholders

Our net loss available to common shareholders was $3,241,163 for the three months ended June 30, 2026, as compared to a loss of $4,917,599 during the same period in 2025, a decrease of $1,676,436 for the reasons discussed above.

For the Six Months Ended June 30, 2026 and 2025

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Revenues

For the six months ended June 30, 2026, we generated $32,271,860 in revenues, as compared to $18,329,992 during the same period in 2025, an increase of $13,941,868. This was comprised of an increase in metal revenue from $11,507,645 during the six months ended June 30, 2025 to $28,584,985 during the six months ended June 30, 2026. This was partially offset by a decrease in Hauling revenue from $6,777,347 during the six months ended June 30, 2025 to $3,646,077 during the six months ended June 30, 2026 and a decrease in other revenue from $45,000 during the six months ended June 30, 2025 to $40,798 during the six months ended June 30, 2026.

Our cost of revenues increased to $19,396,983 for the six months ended June 30, 2026 from $12,730,164 during the same period in 2025, an increase of $6,666,819, primarily due to the increase in revenues and the costs of rapid scaling. This increase was composed of an increase in metal scrap cost of revenues from $9,508,357 during the six months ended June 30, 2025 to $17,274,946 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $3,221,807 during the six months ended June 30, 2025 to $2,122,037 during 2026.

Our gross profit was $12,874,877 during the six months ended June 30, 2026, an increase of $7,275,049 from $5,599,828 during the same period in 2025 primarily due to a decline in margins on the Company’s hauling and metal revenue related to rapid revenue scaling. This was composed of an increase in metal scrap gross profits from $1,999,288 during the six months ended June 30, 2025 to $11,310,039 during the six months ended June 30, 2026, an increase of $9,310,751. It was also partially offset by a decrease in gross profit from hauling gross margins from $3,555,540 for the period ending June 30, 2025 to $1,524,040 for the period ending June 30, 2026, a decrease of $2,031,500. A decrease in other gross losses from $45,000 for the period ending June 30, 2025 to $40,798 for the period ending June 30, 2026 also offset the total increase with a decrease of $4,202.

Operating Expenses

For the six months ended June 30, 2026 and 2025, our operating expenses were $16,794,651 and $14,132,730 respectively, an increase of $2,661,921. There was an increase in payroll and related expenses of $1,071,607 as payroll and related expenses were $5,603,622 for the six months ended June 30, 2026 as compared to $4,532,015 for the same period in 2025 which was the result of expanding operations. Advertising expense decreased by $23,635 to $29,764 for the six months ended June 30, 2026 as compared to $53,399 for the same period in 2025 due to efforts to conserve cash and a focus on organic growth. Depreciation of fixed assets, along with amortization of intangible assets, increased by $144,259 to $4,418,471 for the six months ended June 30, 2026 from $4,274,212 in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and June 30, 2026. There were hauling and equipment maintenance costs of $3,656,476 during the six months ended June 30, 2026, as compared to $2,100,884 during the same period in 2025, an increase of $1,555,592, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $537,935 during the six months ended June 30, 2026 from $600,092 during the same period in 2025, a decrease of $62,157 as a result of the Company having less corporate activity during the six months ended June 30, 2026 compared to the same period in 2025. There was an increase in rent, utilities, and property maintenance expenses as a result of the Company acquiring the equipment on certain properties, increasing $103,860 from $567,780 during the six months ended June 30, 2025 to $463,920 during the same period in 2026. There was stock based compensation for services of $0 during the six months ended June 30, 2026, as compared to $100,000 during the same period in 2025, a decrease of $100,000 primarily related to a decrease in corporate branding activities in 2026 compared to 2025. There was a loss on sale of asset of $4,191 during the six months ended June 30, 2026, as compared to $49,188 during the same period during 2025.

Our other general and administrative expenses decreased to $1,976,412 for the six months ended June 30, 2026 from $1,959,020 for the same period in 2025, an increase of $17,392.

The change in these expenditures resulted in our total operating expenses increasing to $16,794,651 during the six months ended June 30, 2026 compared to $14,132,730 during the six months ended June 30, 2025, an increase of $2,661,921.

Loss from Operations

Our loss from operations was reduced by $4,613,128 to $3,919,774 during the six months ended June 30, 2026, from $8,532,902 during the six months ended June 30, 2025 for the reasons discussed above.

Other Income (Expense)

During the six months ended June 30, 2026, we generated other expenses of $825,934, as compared to other expenses of $1,050,436 for the same period in 2025, a decrease of $224,502. Interest expenses and amortization of debt discount decreased to $823,663 during the six months ended June 30, 2026 from $2,147,302 during the six months ended June 30, 2025. During the six months ended June 30, 2026, we generated other expense of $2,271 as compared to other income of $26,970 during the six months ended June 30, 2025. In the three months ended June 30, 2025 there was loss on extinguishment of debt of $56,100 and gain on settlement of non-convertible notes of $1,013,796, as compared to $0 for both of these items in the same period of 2026.

Deemed Dividend

During the six months ended June 30, 2026, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $2,999,964 as compared to the same period in 2025.

Net Loss Available to Common Stockholders

Our net loss available to common shareholders was $4,745,708 for the six months ended June 30, 2026, as compared to a loss of $12,583,302 during the same period in 2025, a decrease of $7,837,594 for the reasons discussed above.

Liquidity and Capital Resources

Net cash flows provided by (used in) operating activities for the six months ended June 30, 2026 was $948,134 as compared to $(2,929,827) for the six months ended June 30, 2025. For the six months ended June 30, 2026, the cash flows provided by (used in) operating activities were driven by a net loss of $4,745,708, amortization of right of use assets of $111,892, depreciation and amortization of $4,418,471, increase in due to related parties of $1,308,752, increase in prepaid expenses of $677,821, interest and amortization of debt discount of $823,663, an increase in accounts receivable of $567,462, a loss on sale of asset of $4,191, an increase in accounts payable and accrued expenses of $1,103,561, principal payments made on operating lease liability of $105,547, and an increase in inventories of $952,537.

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

Net cash provided by (used in) investing activities was $25,000 and $(629,651) for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, there was cash used in the purchase of equipment of $(65,000) and cash provided by the disposal of assets of $90,000. For the six months ended June 30, 2025, there was cash used in the purchase of equipment of $(781,651) and cash provided by the disposal of property and equipment of $152,000.

Net cash used in financing activities was $1,253,910 during the six months ended June 30, 2026, as compared to net cash provided by financing activity $6,274,939 during the three months ended June 30, 2025. During the six months ended June 30, 2026, there were $162,443 reduction in bank overdraft and repayment of non-convertible notes of $1,091,476. During the six months ended June 30, 2025, the Company received $9,143,806 from the sale of common stock with warrants, cash received but shares in abeyance of $1,334,800 and $184,053 reduction in bank overdraft fees, while repaying $1,719,614 in non-convertible notes and repaying $2,300,000 in convertible notes.

Capital Resources

As of June 30, 2026, we had cash on hand of $654,987. We currently have no external sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Required Capital over the Next Fiscal Year

As of June 30, 2026, the Company had cash of $654,987 and a working capital deficit (current liabilities in excess of current assets) of $23,052,504. The accumulated deficit as of June 30, 2026 was $525,656,136. For the six months ended June 30, 2026, the Company had a loss from operations of $3,919,774. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.

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

Contractual Obligations

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

Recent Developments

Nasdaq Filing Rule Deficiency

On April 20, 2026, the Company received a letter from the Staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (the”Nasdaq”) notifying the Company that because it had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq determined that the Company no longer complied with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).

The Staff informed the Company that is had 60 calendar days to submit a plan to regain compliance with Listing Rule 5250(c)(1).

On May 21, 2026, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “First Quarter Form 10-Q”). The Staff informed the Company that it had until June 22, 2026 to submit a plan to regain compliance with Listing Rule 5250(c)(1). On June 15, 2026, the Company filed the 2025 Form 10-K with the SEC. On June 16, 2026, the Company received a letter from Nasdaq stating that it evidenced partial compliance with Listing Rule 5250(c)(1) by filing the 2025 Form 10-K but that it was still not in compliance with Listing Rule 5250(c)(1) due to its failure to file the First Quarter Form 10-Q. On June 22, 2026, the Company submitted its plan to regain compliance with Listing Rule 5250(c)(1) to Nasdaq. The Staff accepted the Company’s plan to regain compliance and granted the Company an exception until July 31, 2026, to evidence compliance with the Rule. On July 29, 2026, the Company filed the First Quarter Form 10-Q with the SEC. On July 30, 2026, the Company received notification from the Staff that it had determined that the Company complies with the Listing Rule 5250(c)(1) and that the listing matter is now closed.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As a “smaller reporting company,” we are not required to provide the information required by this Item 1A. Please see the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on June 15, 2026.