{"url_path":"/sec/gwav/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","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":9385,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS**\n\n \n\n*An\ninvestment in our securities involves a high degree of risk. This Annual Report on Form 10-K contains the risks applicable to an investment\nin our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not\npresently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown\nrisks might cause you to lose all or part of your investment in the offered securities.*\n\n \n\n**Risk\nFactors Summary**\n\n \n\n**Risks\nRelating to Our Business and Industry**\n\n \n\n●We\noperate in industries that are cyclical and sensitive to general economic conditions, which\ncould have a material adverse effect on our operating results, financial condition and cash\nflows.\n\n●Changing\nconditions in global markets including the impact of sanctions and tariffs, quotas and other\ntrade actions and import restrictions may adversely affect our operating results, financial\ncondition and cash flows.\n\n●Changes\nin the availability or price of inputs such as raw materials and end-of-life vehicles could\nreduce our sales.\n\n●Significant\ndecreases in scrap metal prices may adversely impact our operating results.\n\n●Imbalances\nin supply and demand conditions in the global steel industry may reduce demand for our products.\n\n●Impairment\nof long-lived assets and equity investments may adversely affect our operating results.\n\n●Increases\nin the value of the U.S. dollar relative to other currencies may reduce the demand for our\nproducts.\n\n●Equipment\nupgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.\n\n●We\nare subject to legal proceedings and legal compliance risks that may adversely impact our\nfinancial condition, results of operations and liquidity.\n\n●Climate\nchange may adversely impact our facilities and our ongoing operations.\n\n \n\n5\n\n \n\n \n\n●Catastrophic\nevents may disrupt our business and impair our ability to provide our platform to clients\nand consumers, resulting in costs for remediation, client and consumer dissatisfaction, and\nother business or financial losses.\n\n●We\ndepend on a small number of suppliers for the materials necessary to run our business. The\nloss of these suppliers, or their failure to supply us with these materials, would materially\nand adversely affect our business.\n\n●We\nhave substantial customer concentration, with a limited number of customers accounting for\na substantial portion of our 2025 and 2024 revenues.\n\n●We\nhave a limited history upon which an evaluation of our prospects and future performance can\nbe made and have no history of profitable operations.\n\n●We\nare highly dependent on the services of key executives, the loss of whom could materially\nharm our business and our strategic direction. If we lose key management or significant personnel,\ncannot recruit qualified employees, directors, officers, or other personnel or experience\nincreases in our compensation costs, our business may materially suffer.\n\n●We\nmay need to obtain additional financing to fund our operations.\n\n●Our\nindependent registered accounting firm has expressed concerns about our ability to continue\nas a going concern.\n\n●In\nthe past we have experienced material weaknesses in our internal control over financial reporting,\nwhich if continued, could impair our financial condition.\n\n \n\n**Risks\nRelating to Government Laws and Regulations**\n\n \n\n●Tax\nincreases and changes in tax rules may adversely affect our financial results.\n\n●We\nmay not realize our deferred tax assets in the future.\n\n●Environmental\ncompliance costs and potential environmental liabilities may have a material adverse effect\non our financial condition and results of operations.\n\n●Governmental\nagencies may refuse to grant or renew our licenses and permits, thus restricting our ability\nto operate.\n\n●Compliance\nwith existing and future climate change and greenhouse gas emission laws and regulations\nmay adversely impact our operating results.\n\n \n\n**Risks\nRelating to Intellectual Property**\n\n \n\n●We\nmay not be able to protect our intellectual property rights throughout the world.\n\n●We\nmay be involved in lawsuits to protect or enforce our intellectual property, which could\nbe expensive, time-consuming and unsuccessful and the outcome might have an adverse effect\non the success of our business.\n\n●We\nmay be subject to claims by third parties asserting that our employees or we have misappropriated\ntheir intellectual property or claiming ownership of what we regard as our own intellectual\nproperty.\n\n \n\n**Risks\nRelated to our Common Stock**\n\n \n\n●The\nmarket price of our common stock may be volatile and adversely affected by several factors.\n\n●If\nour shares of common stock become subject to the penny stock rules, it would become more\ndifficult to trade our shares.\n\n●We\nare a “smaller reporting company” within the meaning of the Securities Act, and\nif we decide to take advantage of certain exemptions from various reporting requirements\napplicable to smaller reporting companies, our common stock could be less attractive to investors.\n\n●We\ndo not anticipate paying dividends on our common stock, and investors may lose the entire\namount of their investment.\n\n●You\ncould lose some or all of your investment.\n\n●Our\nmanagement controls a large block of our common stock that will allow them to control us.\n\n●Because\nwe can issue additional shares of common stock, purchasers of our common stock may incur\nimmediate dilution and experience further dilution.\n\n \n\n6\n\n \n\n \n\n●Provisions\nin our Second Amended and Restated Certificate of Incorporation and Amended and Restated\nBylaws and Delaware law might discourage, delay or prevent a change in control of our Company\nor changes in our management and, therefore, depress the market price of our common stock.\n\n●If\nsecurities or industry research analysts do not publish research or reports about our business,\nor if they issue unfavorable or misleading opinions regarding common stock, the market price\nand trading volume of our common stock could decline.\n\n●Future\nsales and issuances of our common stock or rights to purchase our common stock, including\npursuant to our equity incentive plans, could result in additional dilution of the percentage\nownership of our stockholders and could cause our stock price to fall.\n\n●We\nhave broad discretion in the use of the net proceeds from our public offerings and may not\nuse them effectively.\n\n●Our\ndisclosure controls and procedures may not prevent or detect all errors or acts of fraud.\n\n●If\nwe are unable to satisfy the applicable continued listing requirements of Nasdaq, our common\nstock could be delisted\n\n \n\n**Risks\nRelating to Our Business and Industry**\n\n \n\n*We\noperate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our\noperating results, financial condition and cash flows.*\n\n \n\nDemand\nfor most of our products is cyclical in nature and sensitive to general economic conditions. The timing and magnitude of the cycles in\nthe industries in which our products are used, including global steel manufacturing and nonresidential and infrastructure construction\nin the U.S., are difficult to predict. The cyclical nature of our operations tends to reflect and be amplified by changes in economic\nconditions, both domestically and internationally, and foreign currency exchange fluctuations. Economic downturns or a prolonged period\nof slow growth in the U.S. and foreign markets or any of the industries in which we operate could have a material adverse effect on our\nresults of operations, financial condition and cash flows.\n\n \n\n*Changing\nconditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may\nadversely affect our operating results, financial condition and cash flows.*\n\n \n\nA\nsignificant portion of the metal we process is sold to end customers located outside the U.S., including countries in Asia, the Mediterranean\nregion and North, Central and South America. Our ability to sell our products profitably, or at all, is subject to a number of risks\nincluding adverse impacts of political, economic, military, terrorist or major pandemic events; labor and social issues; legal and regulatory\nrequirements or limitations imposed by foreign governments including quotas, tariffs or other protectionist trade barriers, sanctions,\nadverse tax law changes, nationalization, currency restrictions, or import restrictions for certain types of products we export; and\ndisruptions or delays in shipments caused by customs compliance or other actions of government agencies. The occurrence of such events\nand conditions may adversely affect our operating results, financial condition and cash flows.\n\n \n\nFor\nexample, in fiscal 2017, regulators in China began implementing the National Sword Initiative involving inspections of Chinese industrial\nenterprises, including recyclers, in order to identify rules violations with respect to discharge of pollutants or illegally transferred\nscrap imports. Restrictions resulting from the National Sword Initiative include a ban on certain imported recycled products, lower contamination\nlimits for permitted recycled materials, and more comprehensive pre- and post-shipment inspection requirements. Disruptions in pre-inspection\ncertifications and stringent inspection procedures at certain Chinese destination ports have limited access to these destinations and\nresulted in the renegotiation or cancellation of certain nonferrous customer contracts in connection with the redirection of such shipments\nto alternate destinations. Commencing July 1, 2019, China imposed further restrictions in the form of import license requirements and\nquotas on certain scrap products, including certain nonferrous products we sell. Chinese import licenses and quotas are issued to Chinese\nscrap consumers on a quarterly basis for the importation of scrap products. Since the implementation of this program, the size of import\nquotas has been steadily reduced on a quarter-over-quarter basis. We have continued to sell our recycled metal products into China; however,\nadditional or modified license requirements and quotas, as well as additional product quality requirements, may be issued in the future.\nWe believe that the potential impact on our recycling operations of the Chinese regulatory actions described above could include requirements\nthat would necessitate additional processing and packaging of certain nonferrous recycled scrap metal products, increased inspection\nand certification activities with respect to exports to China, or a change in the use of our sales channels in the event of delays in\nthe issuance of licenses, restrictive quotas or an outright ban on certain or all of our recycled metals products by China. As regulatory\ndevelopments progress, we may need to make further investments in nonferrous processing equipment beyond existing planned investments\nwhere economically justified, incur additional costs in order to comply with new inspection requirements, or seek alternative markets\nfor the impacted products, which may result in lower sales prices or higher costs and may adversely impact our business or results of\noperations.\n\n \n\n7\n\n \n\n \n\nIn\nMarch 2018, the U.S. imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum products under\nSection 232 of the Trade Expansion Act of 1962. In March 2025, the U.S. raised tariffs on all imported steel and aluminum products to\n25% without exception or exclusion. These new tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain\naffected countries, and other foreign governments have initiated or are considering imposing trade measures on other U.S. goods. For\nexample, China has imposed a series of retaliatory tariffs on certain U.S. products, including a 25% tariff on all grades of U.S. scrap\nand an additional 25% on U.S. aluminum scrap. These tariffs and other trade actions could result in a decrease in international steel\ndemand beyond that already experienced and further negatively impact demand for our products, which would adversely impact our business.\nGiven the uncertainty regarding the scope and duration of these trade actions by the U.S. or other countries, the impact of the trade\nactions on our operations or results remains uncertain, but this impact could be material.\n\n \n\n*Changes\nin the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.*\n\n \n\nOur\nbusinesses require certain materials that are sourced from third party suppliers. Industry supply conditions generally involve risks,\nincluding the possibility of shortages of raw materials, increases in raw material and other input costs, and reduced control over delivery\nschedules. We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have\nno obligation to sell scrap metal to us. In periods of declining or lower scrap metal prices suppliers may elect to hold scrap metal\nto wait for higher prices or intentionally slow their metal collection activities, tightening supply. If a substantial number of suppliers\ncease selling scrap metal to us, we will be unable to recycle metal at desired levels, and our results of operations and financial condition\ncould be materially adversely affected. For instance, in the second quarter of fiscal 2020 a lower price environment for recycled metals\nin combination with economic and other restrictions on suppliers relating to COVID-19 severely constricted the supply of scrap metal\nincluding end-of-life vehicles, which resulted in significantly reduced processed volumes. A slowdown of industrial production in the\nU.S. may also reduce the supply of industrial grades of metal to the metals recycling industry, resulting in less recyclable metal available\nto process and market. Increased competition for domestic scrap metal, including as a result of overcapacity in the scrap recycling industry\nin the U.S. and Canada, may also reduce the supply of scrap metal available to us. Failure to obtain a steady supply of scrap material\ncould both adversely impact our ability to meet sales commitments and reduce our operating margins. Failure to obtain an adequate supply\nof end-of-life vehicles could adversely impact our ability to attract customers and charge admission fees and reduce our parts sales.\nFailure to obtain raw materials and other inputs to steel production such as graphite electrodes, alloys and other required consumables,\ncould adversely impact our ability to make steel to the specifications of our customers.\n\n \n\n*Significant\ndecreases in scrap metal prices may adversely impact our operating results.*\n\n \n\nThe\ntiming and magnitude of the cycles in the industries in which we operate are difficult to predict and are influenced by different economic\nconditions in the domestic market, where we typically acquire our raw materials, and foreign markets, where we typically sell the majority\nof our products. Purchase prices for scrap metal including end-of-life vehicles and selling prices for recycled scrap metal are subject\nto market forces beyond our control. While we attempt to respond to changing recycled scrap metal selling prices through adjustments\nto our metal purchase prices, our ability to do so is limited by competitive and other market factors. As a result, we may not be able\nto reduce our metal purchase prices to fully offset a sharp reduction in recycled scrap metal sales prices, which may adversely impact\nour operating income and cash flows. In addition, a rapid decrease in selling prices may compress our operating margins due to the impact\nof average inventory cost accounting, which causes cost of goods sold recognized in the Consolidated Statements of Operations to decrease\nat a slower rate than metal purchase prices.\n\n \n\n8\n\n \n\n* *\n\n*Imbalances\nin supply and demand conditions in the global steel industry may reduce demand for our products.*\n\n \n\nEconomic\nexpansions and contractions in global economies can result in supply and demand imbalances in the global steel industry that can significantly\naffect the price of commodities used and sold by our business, as well as the price of and demand for finished steel products. In a number\nof foreign countries, such as China, steel producers are generally government-owned and may therefore make production decisions based\non political or other factors that do not reflect free market conditions. In the past, overcapacity and excess steel production in these\nforeign countries resulted in the export of aggressively priced semi-finished and finished steel products. This led to disruptions in\nsteel-making operations within other countries, negatively impacting demand for our recycled scrap metal. Existing or new trade laws\nand regulations may cause or be inadequate to prevent disadvantageous trade practices, which could have a material adverse effect on\nour financial condition and results of operations. Although trade regulations restrict or impose duties on the importation of certain\nproducts, if foreign steel production significantly exceeds consumption in those countries, global demand for our recycled scrap metal\nproducts could decline and imports of steel products into the U.S. could increase, resulting in lower volumes and selling prices for\nour recycled metal products and finished steel products.\n\n \n\n*Impairment\nof long-lived assets and equity investments may adversely affect our operating results.*\n\n \n\nOur\nlong-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying\nvalue may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the\nasset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results\nof these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends,\nor an increase in interest rates, among other factors. If, as a result of the impairment test, we determine that the fair value of any\nof our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse\neffect on our financial condition and results of operations.\n\n \n\n*Increases\nin the value of the U.S. dollar relative to other currencies may reduce the demand for our products.*\n\n \n\nA\nsignificant portion of our recycled scrap metal revenues is generated from sales to foreign customers, which are denominated in U.S.\ndollars, including customers located in Asia, the Mediterranean region and North, Central and South America. A strengthening U.S. dollar,\nas experienced during recent years including fiscal 2020, makes our products more expensive for non-U.S. customers, which may negatively\nimpact export sales. A strengthening U.S. dollar also makes imported metal products less expensive, which may result in an increase in\nimports of steel products into the U.S. As a result, our finished steel products, which are made in the U.S., may become more expensive\nfor our U.S. customers relative to imported steel products thereby reducing demand for our products.\n\n \n\n*Equipment\nupgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.*\n\n \n\nOur\nbusiness operations and recycling and manufacturing processes depend on critical pieces of equipment, including information technology\nequipment, shredders, nonferrous sorting technology, furnaces and a rolling mill, which may be out of service occasionally for scheduled\nupgrades or maintenance or as a result of unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic\nloss due to unanticipated events such as fires, earthquakes, accidents or violent weather conditions. Interruptions in our processing\nand production capabilities and shutdowns resulting from unanticipated events could have a material adverse effect on our financial condition,\nresults of operations and cash flows.\n\n \n\n*We\nare subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations\nand liquidity.*\n\n \n\nWe\nspend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards.\nNotwithstanding this, we are subject to a variety of legal proceedings and compliance risks in respect of various matters, including\nregulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade\nand governmental matters that arise in the course of our business and in our industry. An outcome in an unusual or significant legal\nproceeding or compliance investigation in excess of insurance recoveries could adversely affect our financial condition and results of\noperations. For information regarding our current significant legal proceedings and contingencies, see “Legal Proceedings”\nin Part I, Item 3 and “Contingencies – Other” within Note 11 – Commitments and Contingencies in the notes to\nthe financial statements.\n\n \n\n9\n\n \n\n* *\n\n*Climate\nchange may adversely impact our facilities and our ongoing operations.*\n\n \n\nThe\npotential physical impacts of climate change on our operations are highly uncertain and depend upon the unique geographic and environmental\nfactors present, for example rising sea levels at deep water port facilities, changing storm patterns and intensities, and changing temperature\nlevels. As many of our recycling facilities are located near deep water ports, rising sea levels may disrupt our ability to receive scrap\nmetal, process the scrap metal through our shredders and ship products to our customers. Extreme weather events and conditions, such\nas hurricanes, thunderstorms, tornadoes, wildfires and snow or ice storms, may increase our costs or cause damage to our facilities,\nand any damage resulting from extreme weather may not be fully insured. Increased frequency and duration of adverse weather events and\nconditions may also inhibit construction activity utilizing our products, scrap metal inflows to our recycling facilities, and retail\nadmissions and parts sales at our auto parts stores. Potential adverse impacts from climate change, including rising temperatures and\nextreme weather events and conditions, may create health and safety issues for employees operating at our facilities and may lead to\nan inability to maintain standard operating hours.\n\n \n\n*Catastrophic\nevents may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation,\nclient and consumer dissatisfaction, and other business or financial losses.*\n\n \n\nOur\noperations depend, in part, on our ability to protect our facilities against damage or interruption from natural disasters, power or\ntelecommunications failures, criminal acts and similar events. Despite precautions taken at our facilities, the occurrence of a natural\ndisaster, an act of terrorism, vandalism or sabotage, spikes in usage volume or other unanticipated problems at a facility could result\nin lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business\ncould be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses\nthat we may incur. These factors in turn could further reduce revenue, subject us to liability and lead to decreased usage of our platform\nand decrease sales of our advertising placements, any of which could harm our business.\n\n \n\n*We\ndepend on a small number of suppliers for the materials necessary to run our business. The loss of these suppliers, or their failure\nto supply us with these materials, would materially and adversely affect our business.*\n\n \n\nWe\ndepend on the availability of key materials for our business from a small number of third-party suppliers. Because there are a limited\nnumber of suppliers for these materials, we may need to engage alternate suppliers to prevent a possible disruption. We do not have any\ncontrol over the availability of materials. If we or our manufacturers are unable to purchase these materials on acceptable terms, at\nsufficient quality levels, or in adequate quantities, if at all, the successful operation of our business would be delayed or there would\nbe a shortage in supply, which would impair our ability to generate revenues from our business.\n\n \n\n*We\nhave substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024\nrevenues.*\n\n \n\nThe Company has a concentration of customers. For the fiscal year ended December 31, 2025, two large customers individually\naccounted for $12,073,690 and $5,482,886, or approximately 25.88% and 11.75% of our revenues, respectively. For the fiscal year ended\nDecember 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325, or approximately 55.99% and 5.05% of our\nrevenues, respectively.\n\n \n\nThere\nare inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible\nfor us to predict the future level of demand for our services that will be generated by this customer or the future demand for the products\nand services of this customer in the end-user marketplace. In addition, revenues from larger customers, especially our largest customer\nmay fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions\nor other facts, some of which may be outside of our control. Further, some of our contracts with larger customers permit them to terminate\nour relationship at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed\nsales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services which\ncould have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations\nand/or trading price of our common stock. If our largest customer terminates our services, such termination would negatively affect our\nrevenues and results of operations and/or trading price of our common stock.\n\n \n\n10\n\n \n\n* *\n\n*We\nhave a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable\noperations.*\n\n \n\nWe\nwere incorporated in April 2013 and have a limited operating history and our business is subject to all of the risks inherent in the\nestablishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties,\ncomplications and delays frequently encountered in connection with development and expansion of a new business enterprise. We may sustain\nlosses in the future as we implement our business plan. There can be no assurance that we will operate profitably.\n\n \n\n*We\nare highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.\nIf we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience\nincreases in our compensation costs, our business may materially suffer.*\n\n \n\nWe\nare highly dependent on our management team, specifically our Chief Executive Officer, Danny Meeks. While we have an employment agreement\nwith Danny Meeks, such employment agreement permits Mr. Meeks to terminate such agreement upon notice. If we lose key employees, our\nbusiness may suffer. Furthermore, our future success will also depend in part on the continued service of our key management personnel\nand our ability to identify, hire, and retain additional personnel. We carry “key-man” life insurance on the life of our\nexecutive officer. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary\nfor the development of our business. Because of this competition, our compensation costs may increase significantly.\n\n \n\n*We\nmay need to obtain additional financing to fund our operations.*\n\n \n\nWe\nmay need additional capital in the future to continue to execute our business plan. Therefore, we may be dependent upon additional capital\nin the form of either debt or equity to continue our operations. At the present time, we do not have arrangements to raise additional\ncapital, and we may need to identify potential investors and negotiate appropriate arrangements with them. We may not be able to arrange\nenough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot\nobtain the needed capital, we may not be able to become profitable and may have to curtail or cease our operations. Additional equity\nfinancing, if available, may be dilutive to the holders of our capital stock. Debt financing may involve significant cash payment obligations,\ncovenants and financial ratios that may restrict our ability to operate and grow our business.\n\n \n\n*Our\nindependent registered accounting firm has expressed concerns about our ability to continue as a going concern.*\n\n \n\nThe\nreport of our independent registered accounting firm expresses concern about our ability to continue as a going concern based on our\nhistorical losses from operations and the potential need for additional financing to fund our operations. It is not possible at this\ntime for us to predict with assurance the potential success of our business. If we cannot continue as a viable entity, we may be unable\nto continue our operations and you may lose some or all of your investment in our securities.\n\n \n\n*In\nthe past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our\nfinancial condition.*\n\n \n\nAs\nreported in Item 9A of this Annual Report on Form 10-K, our management concluded that our internal control over financial reporting was\nnot effective as of December 31, 2025 and 2024 due to material weaknesses regarding our controls and procedures. The Company did not\nhave sufficient segregation of duties to support its internal control over financial reporting. Due to our small size and limited resources,\nsegregation of all conflicting duties has not always been possible and may not be economically feasible in the near term; however, we\ndo expect to hire additional accounting personnel in the near future. We have and do endeavor to take appropriate and reasonable steps\nto make improvements to remediate these deficiencies. If we have continued material weaknesses in our internal financial reporting, our\nfinancial condition could be impaired or we may have to restate our financials, which could cause us to expend additional funds that\nwould have a material impact on our ability to generate profits and on the success of our business.\n\n \n\n11\n\n \n\n** **\n\n**Risks\nRelating to Government Laws and Regulations**\n\n \n\n*Tax\nincreases and changes in tax rules may adversely affect our financial results.*\n\n \n\nAs\na company conducting business on a global basis with physical operations throughout North America, we are exposed, both directly and\nindirectly, to the effects of changes in U.S., state, local and foreign tax rules. Taxes for financial reporting purposes and cash tax\nliabilities in the future may be adversely affected by changes in such tax rules. In many cases, such changes put us at a competitive\ndisadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers.\n\n \n\n*We\nmay not realize our deferred tax assets in the future.*\n\n \n\nThe\nassessment of recoverability of our deferred tax assets is based on an evaluation of existing positive and negative evidence as to whether\nit is more-likely-than-not that they will be realized. If negative evidence outweighs positive evidence, a valuation allowance is required.\nImpairment of deferred tax assets may result from significant negative industry or economic trends, a decrease in earnings performance\nand projections of future taxable income, adverse changes in laws or regulations, and a variety of other factors. Impairment of deferred\ntax assets could have a material adverse impact on our results of operations and financial condition and could result in not realizing\nthe deferred tax assets. Deferred tax assets may require further valuation allowances if it is not more-likely-than-not that the deferred\ntax assets will be realized.\n\n \n\n*Environmental\ncompliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of\noperations.*\n\n \n\nCompliance\nwith environmental laws and regulations is a significant factor in our business. We are subject to local, state and federal environmental\nlaws and regulations in the U.S. and other countries relating to, among other matters:\n\n \n\n●Waste\ndisposal;\n\n   \n\n●Air\nemissions;\n\n   \n\n●Waste\nwater and storm water management, treatment and discharge;\n\n   \n\n●The\nuse and treatment of groundwater;\n\n   \n\n●Soil\nand groundwater contamination and remediation;\n\n   \n\n●Climate\nchange;\n\n   \n\n●Generation,\ndischarge, storage, handling and disposal of hazardous materials and secondary materials;\nand\n\n   \n\n●Employee\nhealth and safety.\n\n \n\nWe\nare also required to obtain environmental permits from governmental authorities for certain operations. Violation of or failure to obtain\npermits or comply with these laws or regulations could result in our business being fined or otherwise sanctioned by regulators or becoming\nsubject to litigation by private parties. Future environmental compliance costs, including capital expenditures for environmental projects,\nmay increase because of new laws and regulations, changing interpretations and stricter enforcement of current laws and regulations by\nregulatory authorities, expanding emissions, groundwater and other testing requirements and new information on emission or contaminant\nlevels, uncertainty regarding adequate pollution control levels, the future costs of pollution control technology and issues related\nto climate change. We have seen an increased focus by federal, state and local regulators on metals recycling and auto dismantling facilities\nand new or expanding regulatory requirements.\n\n \n\n12\n\n \n\n \n\nOur\noperations use, handle and generate hazardous substances. In addition, previous operations by others at facilities that we currently\nor formerly owned, operated or otherwise used may have caused contamination from hazardous substances. As a result, we are exposed to\npossible claims, including government fines and penalties, costs for investigation and clean-up activities, claims for natural resources\ndamages and claims by third parties for personal injury and property damage, under environmental laws and regulations, especially for\nthe remediation of waterways and soil or groundwater contamination. These laws can impose liability for the cleanup of hazardous substances\neven if the owner or operator was neither aware of nor responsible for the release of the hazardous substances. We have, in the past,\nbeen found not to be in compliance with certain of these laws and regulations, and have incurred liabilities, expenditures, fines and\npenalties associated with such violations. Environmental compliance costs and potential environmental liabilities could have a material\nadverse effect on our financial condition, results of operations and cash flows. See “Contingencies – Environmental”\nin Note 11 – Commitments and Contingencies in the Notes to the Consolidated Financial Statements.\n\n \n\n*Governmental\nagencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate.*\n\n \n\nWe\nconduct certain of our operations subject to licenses, permits and approvals from state and local governments. Governmental agencies\noften resist the establishment of certain types of facilities in their communities, including auto parts facilities. Changes in zoning\nand increased residential and mixed-use development near our facilities are reducing the buffer zones and creating land use conflicts\nwith heavy industrial uses such as ours. This could result in increased complaints, increased inspections and enforcement including fines\nand penalties, operating restrictions, the need for additional capital expenditures and increased opposition to maintaining or renewing\nrequired approvals, licenses and permits. In addition, from time to time, both the U.S. and foreign governments impose regulations and\nrestrictions on trade in the markets in which we operate. In some countries, governments require us to apply for certificates or registration\nbefore allowing shipment of recycled metal to customers in those countries. There can be no assurance that future approvals, licenses\nand permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. Failure\nto obtain these approvals could cause us to limit or discontinue operations in these locations or prevent us from developing or acquiring\nnew facilities, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n*Compliance\nwith existing and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results.*\n\n \n\nFuture\nlegislation or increased regulation regarding climate change and greenhouse gas “GHG” emissions could impose significant\ncosts on our business and our customers and suppliers, including increased energy, capital equipment, emissions controls, environmental\nmonitoring and reporting and other costs in order to comply with laws and regulations concerning and limitations imposed on climate change\nand GHG emissions. The potential costs of allowances, taxes, fees, offsets or credits that may be part of “cap and trade”\nprograms or similar future legislative or regulatory measures are still uncertain and the future of these programs or measures is unknown.\nFuture climate change and GHG laws or regulations could negatively impact our ability (and that of our customers and suppliers) to compete\nwith companies situated in areas not subject to such requirements. Until the timing, scope and extent of any future laws or regulations\nbecomes known, we cannot predict the effect on our financial condition, operating performance or ability to compete. Furthermore, even\nwithout such laws or regulations, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies\nin the metals recycling and steel manufacturing industries could harm our reputation and reduce customer demand for our products. See\n“Business – Environmental Matters” in Part I, Item 1 of this Annual Report for further detail.\n\n \n\n**Risks\nRelating to Intellectual Property**\n\n \n\n*We\nmay not be able to protect our intellectual property rights throughout the world.*\n\n \n\nThe\nsuccess of our business depends on our continued ability to use our existing tradename in order to increase our brand awareness. The\nunauthorized use or other misappropriation of any of our brand names could diminish the value of our business which would have a material\nadverse effect on our financial condition and results of operation.\n\n \n\n13\n\n \n\n \n\n*We\nmay be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful\nand the outcome might have an adverse effect on the success of our business.*\n\n \n\nCompetitors\nmay infringe our trademarks or other intellectual property. Moreover, it may be difficult or impossible to obtain evidence of infringement\nby a competitor. To counter infringement or unauthorized use, we may be required to file infringement claims on an individual basis,\nwhich can be expensive and time-consuming and divert the time and attention of our management. There can be no assurance that we will\nhave sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they\nare concluded.\n\n \n\n*We\nmay be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming\nownership of what we regard as our own intellectual property.*\n\n \n\nSome\nof our employees may have executed non-disclosure and non-competition agreements in connection with their previous employment. Although\nwe try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject\nto claims that we or these employees have used or disclosed confidential information or intellectual property, including trade secrets\nor other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims.\n\n \n\nWe\nmay also face claims that our use of technology licensed or otherwise obtained from a third party infringes the rights of others, under\nsuch case we may not be allowed to continue using such technology and selling our inventories containing such technology. In such cases,\nwe may seek indemnification from our licensors/suppliers under our contracts with them. However, indemnification may be unavailable or\ninsufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct\nof the litigation, and other factors. In addition, we may have to find substitute to keep using similar technology to our products, which\nmay be time-consuming and costly, if not impossible, upon such period our sales or manufacture of certain products may be negatively\ninfluenced.\n\n \n\n**Risks\nRelating to Ownership of our Common Stock**\n\n \n\n*The\nmarket price of our common stock may be volatile and adversely affected by several factors.*\n\n \n\nThe\nmarket price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited\nto: our ability to execute our business plan; operating results below expectations; our issuance of additional securities, including\ndebt or equity or a combination thereof, necessary to fund our operating expenses; announcements of technological innovations or new\nproducts by us or our competitors; and period-to-period fluctuations in our financial results.\n\n \n\nIn\naddition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the\noperating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of\nour common stock.\n\n \n\n*If\nour shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.*\n\n \n\nThe\nSEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally\nequity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized\nfor quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions\nin such securities is provided by the exchange or system. If we do not obtain a listing on a national securities exchange and if the\nprice of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer,\nbefore a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing\nspecified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise\nexempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for\nthe purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written\nagreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure\nrequirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders\nmay have difficulty selling their shares.\n\n \n\n14\n\n \n\n* *\n\n*We\nare a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act, and if we decide to take advantage\nof certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive\nto investors.*\n\n \n\nWe\nqualify as a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned\nsubsidiary of a parent company that is not a “smaller reporting company,” and have either: (i) a public float of less than\n$250 million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float\nor (B) a public float of less than $700 million. As a “smaller reporting company,” we are entitled to rely on certain reduced\ndisclosure requirements, such as an exemption from providing executive compensation information in our periodic reports and proxy statements.\nWe are also exempt from the auditor attestation requirements provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and\nreduced disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our\nresults of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may\nrely on these exemptions. If some investors find our common stock or warrants less attractive as a result, there may be a less active\ntrading market for our common stock and our stock prices may be more volatile.\n\n \n\n*We\ndo not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.*\n\n \n\nCash\ndividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable\nfuture. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent\na sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment\nwill only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell\ntheir shares, nor can we assure that stockholders will not lose the entire amount of their investment.\n\n \n\n*You\ncould lose some or all of your investment.*\n\n \n\nAn\ninvestment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of\nan investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment\nin the Company will fully reflect its underlying value. You could lose some or all of your investment.\n\n \n\n*Our\nmanagement controls a large block of our common stock that will allow them to control us.*\n\n \n\nAs\nof June 12, 2026, members of our management team beneficially own approximately 2.67% of our outstanding common stock. Further,\nthere are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled by the Company’s\nChairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal to 45% of the number\nof common shares outstanding.\n\n \n\nAs\na result, management may have the ability to control substantially all matters submitted to our stockholders for approval including:\n\n \n\n●Election\nand removal of our directors;\n\n   \n\n●Amendment\nof our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws;\nand\n\n   \n\n●Adoption\nof measures that could delay or prevent a change in control or impede a merger, takeover\nor other business combination involving us.\n\n \n\n15\n\n \n\n \n\nIn\naddition, management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to\nobtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock\nprice. Any additional investors will own a minority percentage of our common stock and will have minority voting rights.\n\n \n\n*Because\nwe can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.*\n\n \n\nWe\nare authorized to issue up to 1,200,000,000 shares of common stock, of which 829,631 shares of common stock are issued and outstanding\nas of December 31, 2025. Further, there are 450,000 shares of Series A-1 Convertible Preferred Voting Stock owned by an entity controlled\nby the Company’s Chairman and Chief Executive Officer which are, in the aggregate, convertible into and have voting weight equal\nto 45% of the number of common shares outstanding. Our Board of Directors has the authority to cause us to issue additional shares of\ncommon stock without consent of any of stockholders. Consequently, our stockholders may experience further dilution in their ownership\nof our stock in the future, which could have an adverse effect on the trading market for our common stock.\n\n \n\n*Provisions\nin our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay\nor prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our common stock.*\n\n \n\nOur\nSecond Amended and Restated Certificate of Incorporation provides that all Internal Corporate Claims must be brought solely and exclusively\nin the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware,\nor, if such other court does not have jurisdiction, the United States District Court for the District of Delaware). The exclusive forum\nprovision may limit a stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes based upon\nInternal Corporate Claims, which may discourage lawsuits against us or our current or former directors or officers and/or stockholders\nin such capacity. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action,\nwe may incur costs associated with resolving the dispute in other jurisdictions, which could have a material adverse effect on our business\nand operations.\n\n \n\n*If\nsecurities or industry research analysts do not publish research or reports about our business, or if they issue an unfavorable or misleading\nopinion regarding our common stock, the market price and trading volume of our common stock could decline.*\n\n \n\nThe\ntrading market for our common stock will rely in part on the research and reports that securities or industry research analysts, over\nwhom we have no control, publish about us and our business. If any of the analysts who cover us issue an adverse or misleading opinion\nregarding us, our business model, our intellectual property or our stock performance, our stock price would likely decline. If one or\nmore of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets,\nwhich in turn could cause our stock price or trading volume to decline.\n\n \n\n*Future\nsales and issuances of our common stock or rights to purchase our common stock, including pursuant to our equity incentive plans, could\nresult in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.*\n\n \n\nWe\nexpect that significant additional capital may be needed in the future to continue our planned operations, including expanded research\nand development activities and costs associated with operating a public company. To raise capital, we may sell common stock, convertible\nsecurities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell\ncommon stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales\nmay also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior\nto the holders of our common stock.\n\n \n\n16\n\n \n\n \n\n*We\nhave broad discretion in the use of the net proceeds from our public offerings and may not use them effectively.*\n\n \n\nOur\nmanagement has broad discretion in the application of the net proceeds from our public offerings, and you will be relying on the judgment\nof our management regarding the application of these proceeds. Our management might not apply the net proceeds from our public offerings\nin ways that ultimately increase the value of your investment. If we do not invest or apply the net proceeds from our public offerings\nin ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.\n\n \n\n*Our\ndisclosure controls and procedures may not prevent or detect all errors or acts of fraud.*\n\n \n\nWe\nare subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably\nassure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management\nand recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that\nany disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only\nreasonable, not absolute, assurance that the objectives of the control system are met.\n\n \n\nThese\ninherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple\nerror or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people\nor by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements\ndue to error or fraud may occur and not be detected.\n\n \n\n*If\nwe are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted.*\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 the 2025 Form 10-K with the SEC,\nNasdaq has determined that the Company no longer complies with the filing requirement set forth in Listing Rule 5250(c)(1). The Staff\ninformed the Company that is has 60 calendar days to submit a plan to regain compliance with the Listing Rule 5250(c)(1). If the Staff\naccepts the Company’s plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the\n2025 Form 10-K’s due date, or until October 12, 2026, to regain compliance.\n\n \n\nOur common stock is listed on the Nasdaq Capital Market.\nAlthough we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our securities will\nbe, or will continue to be, listed on the Nasdaq in the future. In order to continue listing our securities on Nasdaq, we must maintain\ncertain financial, distribution and stock price levels. Generally, among other requirements, we must maintain a minimum bid price of our\ncommon stock (generally, $1.00) minimum amount in stockholders’ equity (generally, $2,500,000), maintain a minimum number of holders\nof our securities (generally, 300 public holders), and must timely file all required periodic financial reports with the SEC.\n\n \n\nIf Nasdaq delists our securities from trading on its\nexchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted\non an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, but not limited\nto:\n\n \n\n \n●\na limited availability of market quotations for our securities;\n\n \n●\nreduced liquidity for our securities;\n\n \n●\na determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n \n●\na limited amount of news and analyst coverage; and\n\n \n●\na decreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\nIf\nour common stock is delisted, it could reduce the price of our common stock.\nIn addition, the delisting of our common stock could materially adversely affect our access to the capital markets and any limitation\non liquidity or reduction in the price of our common stock could materially adversely affect our ability to raise capital. Delisting\nfrom Nasdaq could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and\nemployees, the loss of institutional investor interest and fewer business development opportunities.\n\n \n\n17\n\n \n\n* *\n\n*Due\nto the implementation of reverse stock splits, the liquidity of our common stock may be adversely effected.*\n\n \n\nWe\nconducted a one-for-one hundred fifty (1:150) reverse stock split of our common stock that we effectuated with an effective time of\n11:59 p.m. Eastern Time on May 31, 2024 (the “2024 Reverse Stock Split”) and a one-for-one hundred and ten (1:110) reverse stock split of our common stock that was effectuated with an effective\ntime of 5:00 p.m., eastern time, on August 22, 2025 (the “2025 Reverse Stock Split” and together with the 2024 Reverse Stock\nSplit, the “Reverse Stock Splits”) Our common stock began trading on Nasdaq on a\nsplit-adjusted basis beginning at the open of the market on June 3, 2024 and August 25, 2025, respectively. The liquidity of the shares of our common stock may be\naffected adversely by any reverse stock split given the reduced number of shares of our common stock that are outstanding following\nthe Reverse Stock Splits, especially if the market price of our common stock does not increase as a result of the Reverse Stock\nSplits. Following the Reverse Stock Splits, the resulting market price of our common stock may not attract new investors and may not\nsatisfy the investing requirements of those investors. Although we believe that a higher market price of our common stock may help\ngenerate greater or broader investor interest, there can be no assurance that the Reverse Stock Splits resulted in a share price that\nwill attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our\ncommon stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may\nnot necessarily improve.\n\n \n\nIn September 2024, the Company received the Notice\nfrom Nasdaq notifying the Company that it was not in compliance with the Minimum Bid Price Requirement, as the closing bid price of the\nCompany’s common stock had been below $1.00 per share for 30 consecutive business days. In September 2025, following the 2025 Reverse\nStock Split, the Company received formal notice from the Staff of the Listing Qualifications Department of Nasdaq that the Company had\nregained compliance with the Minimum Bid Price Requirement and that the listing matter was closed.\n\n \n\nIn January 2025, the SEC approved amendments to Nasdaq\nListing Rule 5810(c)(3)(A) that restrict the ability of listed companies to use reverse stock splits as a compliance tool. Under the amended\nrules, if a company effects a reverse stock split and subsequently fails to maintain the minimum bid price requirement within one year,\nthe company will not be eligible for any compliance period and Nasdaq will issue a delisting determination. In addition, companies that\neffect reverse stock splits with a cumulative ratio of 250-to-1 or greater over any two-year period are subject to immediate delisting\nwithout a compliance period. Thus, if the Company’s stock price subsequently falls below $1.00 for 30 consecutive trading days within\none year of its most recent reverse stock split, a subsequent reverse stock split may not result in sustained compliance with the minimum\nbid price requirement, and the amended Nasdaq rules may preclude the Company from relying on an additional compliance period if its stock\nprice were to subsequently fall below Minimum Bid Price Requirement within one year of such reverse split."}