{"url_path":"/sec/gwav/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","accession_number":"0001493152-26-028562","cik":"0001589149","ticker":"GWAV","issuer_name":"Greenwave Technology Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","primary_entity_key":"0001589149","primary_entity_name":"Greenwave Technology Solutions, Inc."},"word_count":2725,"has_tables":true,"body_markdown":"**ITEM\n1. BUSINESS**\n\n \n\n**Overview**\n\n \n\nWe\nwere formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate\nname from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets\non October 28, 2021 for cash consideration equal to $10,000 and have discontinued all operations related to our social media business.\nOn September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities\nin Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger\nin Virginia.\n\n \n\nUpon\nthe acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,\nconstruction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,\nseparating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density\nand metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing\nand sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.\n\n \n\nWe\noperate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location.\nOur shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled ferrous\nmetals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process reduces\nlarge metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.\n\n \n\nThe\nshredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal\nand residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number\nof additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed\nto sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless\nsteel), and shredded insulated wire (mainly copper and aluminum).\n\n \n\nOne\nof our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our\nproducts to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed\nscrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability\nof our existing operations.\n\n \n\nEmpire\nis headquartered in Chesapeake, Virginia and employs 172 people as of June 12, 2026.\n\n \n\n1\n\n \n\n \n\n**Background**\n\n \n\nWe\nwere incorporated in the state of Delaware on April 26, 2013 as a technology platform. Our principal executive office is located at 4016\nRaintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.\n\n \n\n**Products\nand Services**\n\n \n\nOur\nmain product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy\nmelting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size\nand consistency of the metal. All of these attributes affect the metal’s value.\n\n \n\nWe\nalso process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.\nAdditionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious\nmetals such as platinum, palladium and rhodium.\n\n \n\nWe\nprovide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,\nand government organizations.\n\n \n\n**Pricing\nand Customers**\n\n \n\nPrices\nfor our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,\ngovernment regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices\nthey 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\nwe deliver to customers within 14 days of delivery.\n\n \n\nBased\non any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order\nto manage the impact on our operating income and cash flows.\n\n \n\nThe\nspread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including\ntransportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which\nallow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the\nimpact to our operating income.\n\n \n\n**Sources\nof Unprocessed Metal**\n\n \n\nOur\nmain sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap\nmetal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large\ncorporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we\npick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton\nRoads and northeastern North Carolina markets. As of the second quarter of 2023, the Company expanded our operations by opening a metal\nrecycling facility in Cleveland, Ohio.\n\n \n\nOur\nsupply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal,\nand, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.\n\n \n\n2\n\n \n\n \n\n**Competition**\n\n \n\nWe\ncompete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations,\nand with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value\nof the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also\ninfluenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.\n\n \n\nWe\naim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology\nsolutions, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we\nhave been able to develop based on our experience.\n\n \n\n**Recent\nDevelopments**\n\n** **\n\n*Appointment\nof Chelsea Pullano as Chief Financial Officer of the Company*\n\n* *\n\nEffective\nas of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial\nOfficer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial\nOfficer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work\nagreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant\nto which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting\nand U.S. Securities and Exchange Commission (the “SEC”) reporting duties of the Company (collectively, the “MACK\nServices”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the\nBoard. As CFO, Ms. Pullano provides strategic financial oversight and executive-level support to the Company, including review and\ncertification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting\nprofessionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO\nServices” and together with the MACK Services, the “Services”).\n\n \n\nIn\nconsideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500\nper month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and\nother protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO\nAgreement may be terminated by either the Company or MACK upon thirty days’ notice. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by\nreference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein\nby reference.\n\n \n\n*Nasdaq\nFiling Rule Deficiencies*\n\n* *\n\nOn\nMay 23, 2025, the Company received a staff determination letter from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC\n(“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\n10-Q”) and therefore was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company was advised that it had 60 calendar\ndays to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing\ndue date — which would correspond to a compliance deadline of November 17, 2025. The Company intends to submit such plan but there\nis no assurance the plan will be accepted or that the Company will achieve compliance within the timeframe.\n\n \n\n3\n\n \n\n \n\nOn\nAugust 22, 2025, the Company received an additional delinquency notification letter from Nasdaq because the Company had failed to file\nits Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (“Q2 10-Q”), together with the previously delayed Q1\n10-Q. The notice states that the Company must submit an updated plan to Nasdaq by September 8, 2025 to regain compliance with Listing\nRule 5250(c)(1). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its\nplan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.\n\n \n\nOn\nNovember 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure\nto timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 10-Q”). The letter\nfurther stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that\ntrading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s\nsecurities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by\nNovember 25, 2025. On November 18, 2025, the Company filed the Q1 10-Q with the SEC. On November 21, 2025, the Company formally requested\na hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”).\nThe Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request\nfor 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\nbefore March 6, 2026. On February 5, 2026, the Company filed the Q2 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice\nfrom Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed.\n\n \n\nOn April 20, 2026, the Company received a letter from\nthe Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K\nfor the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no\nlonger complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).\n\n \n\nThe Staff informed the Company that is has 60 calendar\ndays to submit a plan to regain compliance with Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance,\nthen it may grant the Company an exception of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026,\nto regain compliance.\n\n \n\nOn May 21, 2026, the Company received\nan additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form\n10-Q for the fiscal quarter ended March 31, 2026. The Staff informed the Company that is has until June 22, 2026 to submit a plan to\nregain compliance with the Nasdaq Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance, then it\nmay grant the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to\nevidence compliance with the Rule.\n\n \n\n*Resolution\nof Minimum Bid Price Deficiency*\n\n* *\n\nAs\npreviously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq\nListing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid\nprice requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum\nBid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive\nbusiness days. The Notice indicated that the Company had 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum\nBid Price Requirement. On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the\nMinimum Bid Price Requirement, the Company was eligible to receive an additional 180 calendar day period or until September 8, 2025,\nto regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)\n\n \n\n(3)(A).\nOn August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary\nauthority to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which\nthe 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\nup to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the\nCompany’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common\nstock, 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.,\neastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025.\nOn September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company\nhad regained compliance with the Minimum Bid Price Requirement. As a result, listing matter was\nclosed.\n\n \n\n4\n\n \n\n \n\n**Intellectual\nProperty**\n\n \n\nNone.\n\n \n\n**Employees\nand Human Capital Resources**\n\n \n\nGreenwave\nemploys 172 people as of June 12, 2026.\n\n \n\nWe\nview our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth\nand empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional\nresponsibilities. We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond\ntheir specifically assigned tasks. Depending on the position, our recruitment reach can be local as well as national. We provide competitive\ncompensation and best in class benefits that are tailored specifically to the needs and requests of our employees. As appropriate, employees\nare provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to stockholders\nby working hard and being thoughtful and deliberate in how we use resources.\n\n \n\n**Available\nInformation**\n\n \n\nWe\nfile Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the SEC. Our\nfilings with the SEC are available free of charge on the SEC’s website at *www.sec.gov* and on our website at *www.gwav.com*\nunder the “Filings” tab as soon as reasonably practicable after we electronically file such material with, or furnish it\nto, the SEC."}