Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Overview

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

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

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

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

One of our main 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 171 people as of July 29, 2025.

Products and Services

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

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

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

Pricing and Customers

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

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

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

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 March 31, 2026 and 2025

		For the three months ended March 31, 2026
										$				%
		2026				2025				Change				Change
Revenue		$	16,275,981			$	7,333,710			$	8,942,271				121.93	%
Gross Profit			6,814,884				3,486,663				3,328,221				95.46	%
Operating Expenses			7,888,152				7,368,170				519,982				7.06	%
Loss from Operations			(1,073,268	)			(3,881,507	)			2,808,239				(72.35	)%
Other Income (Expense)			(431,276	)			(784,232	)			352,956				(45.01	)%
Net Loss Available to Common Stockholders		$	(1,504,544	)		$	(7,665,703	)		$	6,161,159				(80.37	)%

Revenues

For the three months ended March 31, 2026, we generated $16,275,981 in revenues, as compared to $7,333,710 during the same period in 2025, an increase of $8,942,271. This was comprised of an increase in Metal revenue from $4,397,545 during the three months ended March 31, 2025 to $14,130,462 during the three months ended March 31, 2026. This was partially offset by a decrease in Hauling revenue from $2,912,165 during the three months ended March 31, 2025 to $2,126,321 during the three months ended March 31, 2026 and a decrease in other revenue from $24,000 during the three months ended March 31, 2025 to $19,198 during the three months ended March 31, 2026.

Our cost of revenues increased to $9,461,097 for the three months ended March 31, 2026 from $3,847,047 during the same period in 2025, an increase of $5,614,050, 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 $2,126,772 during the three months ended March 31, 2025 to $8,149,521 during the same period in 2026, partially offset by a decrease in hauling cost of revenues from $1,720,275 during the three months ended March 31, 2025 to $1,311,576 during 2026.

Our gross profit was $6,814,884 during the three months ended March 31, 2026, an increase of $3,328,221 from $3,486,663 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 $2,270,773 during the three months ended March 31, 2025 to $5,980,941 during the three months ended March 31, 2026, an increase of $3,710,168. It was also partially offset by a decrease in gross profit from hauling gross margins from $1,191,890 for the period ending March 31, 2025 to $814,745 for the period ending March 31, 2026, a decrease of $377,145. A decrease in other gross losses from $24,000 for the period ending March 31, 2025 to $19,198 for the period ending March 31, 2026 also offset the total increase with a decrease of $4,802.

Operating Expenses

For the three months ended March 31, 2026 and 2025, our operating expenses were $7,888,152 and $7,368,170 respectively, an increase of $519,982. There was an increase in payroll and related expenses of $522,024 as payroll and related expenses were $2,496,509 for the three months ended March 31, 2026 as compared to $1,974,485 for the same period in 2025 which was the result of expanding operations. Advertising expense decreased by $40,556 to $12,843 for the three months ended March 31, 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 $82,431 to $2,201,674 for the three months ended March 31, 2026 from $2,119,243 in 2025 as a result of the Company the acquisition of additional fixed assets between April 1, 2025 and March 31, 2026. There were hauling and equipment maintenance costs of $1,483,527 during the three months ended March 31, 2026, as compared to $1,273,857 during the same period in 2025, an increase of $209,670, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $212,143 during the three months ended March 31, 2026 from $423,563 during the same period in 2025, a decrease of $211,420 as a result of the Company having less corporate activity during the three months ended March 31, 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 $90,666 from $216,689 during the three months ended March 31, 2025 to $307,355 during the same period in 2026. There was stock based compensation for services of $0 during the three months ended March 31, 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 three months ended March 31, 2026, as compared to a gain on the sale of asset of $39,535 during the same period during 2025.

Our other general and administrative expenses decreased to $1,169,910 for the three months ended March 31, 2026 from $1,246,469 for the same period in 2025, a decrease of $76,559.

The change in these expenditures resulted in our total operating expenses increasing to $7,888,152 during the three months ended March 31, 2026 compared to $7,368,170 during the three months ended March 31, 2025, an increase of $519,982.

Loss from Operations

Our loss from operations was reduced by $2,808,239 to $(1,073,268) during the three months ended March 31, 2026, from $(3,881,507) during the three months ended March 31, 2025 for the reasons discussed above.

Other Income (Expense)

During the three months ended March 31, 2026, we generated other expenses of $(431,276), as compared to other expenses of $(784,232) for the same period in 2025, a decrease of $352,956. Interest expenses and amortization of debt discount decreased to $(430,352) during the three months ended March 31, 2026 from $(810,853) during the three months ended March 31, 2025.

Deemed Dividend

During the three months ended March 31, 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 $(1,504,544) for the three months ended March 31, 2026, as compared to a loss of $(7,665,703) during the same period in 2025, a decrease of $6,161,159 for the reasons discussed above.

Liquidity and Capital Resources

Net cash provided by operating activities for the three months ended March 31, 2026 was $1,318,528 as compared to $(4,161,414) for the three months ended March 31, 2025. For the three months ended March 31, 2026, the cash flows used in operating activities were driven by a net loss of $1,504,544, amortization of right of use assets of $55,730, depreciation and amortization of $2,201,674, increase in due to related parties of $1,238,857, decrease in prepaid expenses of $394,075, interest and amortization of debt discount of $430,352, an increase in accounts receivable of $401,969, a loss on sale of asset of $4,191, a decrease in accounts payable and accrued expenses of $919,109, principal payments made on operating lease liability of $55,104, an increase in accrued payroll and related expenses of $229,049 and an increase in inventories of $354,674.

Net cash provided by (used in) investing activities was $25,000 and $(58,500) for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, there was cash used in the purchase of equipment of $(65,000) and cash received for the disposal of assets of $90,000. For the three months ended March 31, 2025, there was cash used in the purchase of equipment of $(210,500) and proceeds from disposal of property and equipment of $152,000.

Net cash used in financing activities was $(816,415) during the three months ended March 31, 2026, as compared to net cash provided by financing activity $7,145,205 during the three months ended March 31, 2025. During the three months ended March 31, 2026, there were ($163,141) reduction in bank overdraft and repayment of non-convertible notes of $(653,274). During the three months ended March 31, 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 $227,806 from bank overdrafts, while repaying $1,261,207 in convertible notes and repaid related party non-convertible notes in the amount of $2,300,000.

Capital Resources

As of March 31, 2026, we had cash on hand of $1,462,876. 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 March 31, 2026, the Company had cash of $1,462,876 and a working capital deficit (current liabilities in excess of current assets) of $(17,967,325). The accumulated deficit as of March 31, 2026 was $(522,414,972). For the three months ended March 31, 2026, the Company had a loss from operations of $1,073,268. 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

Appointment of Chelsea Pullano as Chief Financial Officer of the Company

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

In consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500 per month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon thirty days' notice. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Nasdaq Filing Rule Deficiencies

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

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

On November 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the "Q3 10-Q"). The letter further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that trading of the Company's common stock would be suspended at the opening of business on November 28, 2025 and the Company's securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq's determination by November 25, 2025. On November 18, 2025, the Company filed the Q1 10-Q with the SEC. On November 21, 2025, the Company formally requested a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the November 18, 2025 determination (the "Hearing"). The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company's request for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or before March 6, 2026. On February 5, 2026, the Company filed the Q2 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed.

On April 20, 2026, the Company received a letter from the Listing Qualifications Department of 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 has 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). If the Staff accepts the Company's plan to regain compliance, then 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, to regain compliance.

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 the Nasdaq 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 the 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 the Nasdaq Listing Rule 5250(c)(1) to Nasdaq. If the Staff accepts the Company's plan to regain compliance, then it may grant the Company an exception of up to 180 calendar days from the Annual Report's due date, or until October 12, 2026, to evidence compliance with the Rule.

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.