UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-41452

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

46-2612944

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

4016 Raintree Rd, Ste 300, Chesapeake, VA 23321

(Address of principal executive offices) (Zip code)

(800) 966-1432

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		GWAV		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 18, 2026, there were 829,631 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	40

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and our other filings with the SEC. These risks and uncertainties include, among other things:

●	Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions which may adversely affect our operating results, financial condition and cash flows.
●	Changes in the availability or price of inputs such as raw materials and end-of-life vehicles which could reduce our sales.
●	Significant decreases in scrap metal prices which may adversely impact our operating results.
●	Imbalances in supply and demand conditions in the global steel industry which may reduce demand for our products.
●	Impairment of long-lived assets and equity investments which may adversely affect our operating results.
●	Governmental agencies’ refusal to grant or renew our licenses and permits, thus restricting our ability to operate.
●	Compliance with existing and future climate change and greenhouse gas emission laws and regulations which may adversely impact our operating results.
●	Our ineligibility to file short-form registration statements on Form S-3, which may impair our ability to raise capital efficiently.
●	The substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2026 (Unaudited)			December 31, 2025
ASSETS
Current assets:
Cash	$	654,987		$	935,763
Inventories, net		3,193,480			2,240,943
Accounts receivable, net of allowance for doubtful accounts		1,684,387			1,116,924
Prepaid expenses		1,202,512			524,691
Total current assets		6,735,366			4,818,321

Property and equipment, net		23,611,697			25,580,301
Property and equipment, net - Purchased from related party		9,490,601			10,267,709
Property and equipment, net		9,490,601			10,267,709
Operating lease right of use assets, net		383,565			495,457
Licenses, net		11,168,850			12,232,550
Customer list, net		1,175,475			1,287,425
Intellectual property, net		151,800			455,400
Intangible assets, net		151,800			455,400
Security deposit		31,893			31,893
Total assets	$	52,749,247		$	55,169,056

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	698		$	163,141
Accounts payable and accrued expenses		9,667,042			8,043,143
Accrued payroll and related expenses		3,946,411			3,946,411
Non-convertible notes payable, current portion, net of unamortized debt discount of $185,464 and $162,390, respectively		5,456,623			1,798,444
Related party note payable		5,391,859			5,391,859
Due to related parties		5,117,085			3,542,433
Operating lease obligations, current portion		208,152			272,476
Total current liabilities		29,787,870			23,157,907

Operating lease obligations, less current portion		192,228			233,451
Non-convertible notes payable, net of unamortized debt discount of $1,297,085 and $1,642,823, respectively		1,577,897			5,840,738
Total liabilities		31,557,995			29,232,096

Commitments and contingencies (See Note 11)		-			-

Stockholders’ equity:
Preferred stock - 10,000,000 shares authorized:
Preferred stock - Series A-1, $0.001 par value, $100,000 stated value, 450,000 shares authorized; 450,000 and 450,000 shares issued and outstanding, respectively		450			450
Preferred stock, value		450			450
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 829,631 and 829,631 shares issued and outstanding, respectively		830			830
Additional paid in capital		546,846,108			546,846,108
Accumulated deficit		(525,656,136	)		(520,910,428	)
Total stockholders’ equity		21,191,252			25,936,960
Total liabilities and stockholders’ equity	$	52,749,247		$	55,169,056

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues	$	15,995,879		$	10,996,282		$	32,271,860		$	18,329,992

Cost of Revenues		9,935,885			8,883,117			19,396,983			12,730,164

Gross Profit		6,059,994			2,113,165			12,874,877			5,599,828

Operating Expenses:
Advertising		16,921			-			29,764			53,399
Payroll and related expenses		3,107,113			2,557,530			5,603,622			4,532,015
Rent, utilities and property maintenance ($0 and $48,056; $0 and $123,319 to related party, respectively)		260,425			247,231			567,780			463,920
Hauling and equipment maintenance		2,172,949			827,027			3,656,476			2,100,884
Depreciation and amortization expense		2,216,797			2,154,969			4,418,471			4,274,212
Stock based compensation for services		-			-			-			100,000
Consulting, accounting and legal		325,792			176,529			537,935			600,092
Loss (gain) on asset		-			88,723			4,191			49,188
Other general and administrative expenses		806,502			712,551			1,976,412			1,959,020
Total Operating Expenses		8,906,499			6,764,560			16,794,651			14,132,730

Loss From Operations		(2,846,505	)		(4,651,395	)		(3,919,774	)		(8,532,902	)

Other Income (Expense):
Interest expense and amortization of debt discount		(393,311	)		(1,336,449	)		(823,663	)		(2,147,302	)
Other income (expense)		(1,347	)		349			(2,271	)		26,970
Loss on extinguishment of debt		-			56,100			-			56,100
Gain on settlement of non-convertible notes/advances		-			1,013,796			-			1,013,796
Total Other Expense		(394,658	)		(266,204	)		(825,934	)		(1,050,436	)

Net Loss Before Income Taxes		(3,241,163	)		(4,917,599	)		(4,745,708	)		(9,583,338	)

Provision for Income Taxes (Benefit)		-			-			-			-

Net Loss		(3,241,163	)		(4,917,599	)		(4,745,708	)		(9,583,338	)

Deemed dividend for the reduction of exercise price of warrants		-			-			-			(2,999,964	)

Net Loss Available to Common Stockholders	$	(3,241,163	)	$	(4,917,599	)	$	(4,745,708	)	$	(12,583,302	)

Net Loss Per Common Share:
Basic	$	(3.91	)	$	(8.98	)	$	(5.72	)	$	(25.01	)
Diluted	$	(3.91	)	$	(8.98	)	$	(5.72	)	$	(25.01	)

Weighted Average Common Shares Outstanding:
Basic		829,631			547,695			829,631			503,110
Diluted		829,631			547,695			829,631			503,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Preferred Stock Series A-1				Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2025		450,000	$	450		829,631	$	830	$	546,846,108	$	(520,910,428	)	$	25,936,960
Net loss		-		-		-		-		-		(1,504,545	)		(1,504,545	)
Balance at March 31, 2026		450,000		450		829,631		830		546,846,108		(522,414,973	)		24,432,415
Net loss		-		-		-		-		-		(3,241,163	)		(3,241,163	)
Balance at June 30, 2026		450,000	$	450		829,631	$	830	$	546,846,108	$	(525,656,136	)	$	21,191,252

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

(Unaudited)

	Preferred Stock Series A-1				Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2024		450,000	$	450		237,191	$	237	$	533,266,642		$	(496,312,346	)	$	36,954,983
Common stock and warrants issued for cash, net of fees		-		-		224,039		224		9,143,582			-			9,143,806
Common stock issued for cashless exchange of warrants		-		-		55,066		55		(55	)		-			-
Deemed dividend for the reduction of the exercise price of warrants		-		-		-		-		2,999,964			(2,999,964	)		-
Common stock issued for services rendered		-		-		3,427		4		99,996			-			100,000
Net loss		-		-		-		-		-			(4,665,739	)		(4,665,739	)
Balance at March 31, 2025		450,000		450		519,723		520		545,510,129			(503,978,049	)		41,533,050
Common stock and warrants issued for cash, net of fees						36,364		36		1,334,764						1,334,800
Net loss		-		-		-		-		-			(4,917,599	)		(4,917,599	)
Balance at June 30, 2025		450,000	$	450		556,087	$	556	$	546,844,893		$	(508,895,648	)	$	37,950,251

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
Cash flows from operating activities:
Net loss	$	(4,745,708	)	$	(9,583,338	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		4,418,471			4,274,212
Amortization of right of use assets, net		111,892			430,545
Interest and amortization of debt discount		823,663			2,147,302
(Gain) loss on asset		4,191			49,188
Gain on settlement of non-convertible notes payable and advances		-			(1,013,796	)
Stock based compensation		-			100,000
Changes in operating assets and liabilities:
Due to related parties		1,308,752			566,874
Inventories		(952,537	)		1,751,450
Accounts receivable		(567,463	)		(959,813	)
Prepaid expenses		(677,821	)		(411,312	)
Accounts payable and accrued expenses		1,103,561			(267,563	)
Accrued payroll and related expenses		226,680			472,405
Principal payments made on operating lease liability		(105,547	)		(485,981	)
Net cash provided by (used in) operating activities		948,134			(2,929,827	)

Cash flows from investing activities:
Purchases of property and equipment		(65,000	)		(781,651	)
Proceeds from disposal of property and equipment		90,000			152,000
Net cash provided by (used in) investing activities		25,000			(629,651	)

Cash flows from financing activities:
Proceeds from sale of common stock and warrants		-			9,143,806
Cash received for shares in abeyance		-			1,334,800
Repayment of convertible notes		-			(2,300,000	)
Bank overdrafts		(162,443	)		(184,053	)
Repayment of non-convertible notes payable		(1,091,467	)		(1,719,614	)
Net cash provided by (used in) financing activities		(1,253,910	)		6,274,939

Net (decrease) increase in cash		(280,776	)		2,715,461
Cash, beginning of period	$	935,763		$	2,576,464
Cash, end of period	$	654,987		$	5,291,925

Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	32,000		$	386,931
Cash paid during period for taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Equipment purchased by issuance of non-convertible notes payable	$	153,400		$	6,127,989
Non-convertible notes settled with disposal of property	$	-		$	3,302,469
Deemed dividend for conversion price reduction of warrants	$	-		$	2,999,964
Common shares issued for cashless exchange of warrants	$	-		$	55

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Notes to Condensed Consolidated Financial Statements

June 30, 2026 (Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this 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.

In December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 40 trucks which we own, manage, and maintain.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, Scrap App, Inc., and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries.

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three and six months ended June 30, 2026 and 2025, its cash flows for the six months ended June 30, 2026 and 2025, and its financial position as of June 30, 2026 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on June 15, 2026 (the “Annual Report”). The December 31, 2025 balance sheet is derived from those statements.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

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

If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, payroll tax liabilities with interest and penalties, allowance for doubtful accounts, assumptions used in right-of-use and lease liability calculations, valuations and impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.

The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Cash

For purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. As of June 30, 2026 and December 31, 2025, the uninsured balances amounted to $265,441 and $376,924, respectively.

Property and Equipment, net

Property and equipment is stated at cost or, if acquired through a business combination, at fair value at the date of acquisition. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, except for leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in income. Costs for repairs and maintenance are expensed as incurred. Property and equipment is pledged as collateral for certain non-convertible notes (see Note 8 – Advances and Non-Convertible Notes Payable).

Cost of Revenue

The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling costs to customers, and cost of other revenue, including sand.

Prepaid Expenses

Prepaid expenses consist of payments made in advance for goods and services that will be received or consumed in future periods. Such amounts are recorded as assets when paid and are recognized as expense in the period in which the related goods or services are received or the economic benefit is realized. Prepaid amounts expected to be realized within twelve months of the balance sheet date are classified as current assets, while amounts expected to be realized beyond twelve months are classified as non-current. The Company periodically evaluates prepaid expenses for recoverability and recognizes a charge to operations if it is determined that the future economic benefit associated with the prepaid asset will not be realized.

Related Party Transactions

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 16 – Related Party Transactions.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.

In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 12 – Leases.

Commitments and Contingencies

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 11 – Commitments and Contingencies.

Revenue Recognition

The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following:

(i)	Identify the contract(s) with a customer;

(ii)	Identify the performance obligation in the contract;

(iii)	Determine the transaction price;

(iv)	Allocate the transaction price to the performance obligations in the contract; and

(v)	Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfilment of its performance obligations to customers.

Accounts Receivable

Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered.

The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of June 30, 2026 and December 31, 2025, the accounts receivable balances amounted to $1,684,387 and $1,116,924, respectively, and allowance for doubtful accounts of $159,365 and $0 as of June 30, 2026 and December 31, 2025, respectively.

Inventories

Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the cost of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $3,193,480 and $2,240,943, respectively, as of June 30, 2026 and December 31, 2025, respectively. See Note 5 – Inventories.

Advertising

The Company charges the costs of advertising to expense as incurred. Advertising costs were $29,764 and $53,399 for the six months ended June 30, 2026 and 2025, respectively and $16,921 and $0 for the three months ended June 30, 2026 and 2025, respectively.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Income Taxes

The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.

If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deemed Dividends

The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature.

Environmental Remediation Liability

The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.

The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At June 30, 2026 and December 31, 2025, the Company had accruals reported on the balance sheet as current liabilities of $0 and $0, respectively.

Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five5 to ten years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 7 – Amortization of Intangible Assets.

Segment Reporting

The Company determines its operating segments in accordance with ASC 280, Segment Reporting, as updated by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are defined as components of the business for which discrete financial information is available and that are regularly reviewed by the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), in assessing performance and allocating resources.

The Company has identified three operating segments based on its differentiated products and services: Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income). The CODM evaluates performance using revenues, gross profit, and operating cash flows on both an operating segment basis and a consolidated basis. Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments.

The Company has determined that its operating segments exhibit similar economic characteristics and are similar in nature with respect to products and services, production processes, customer types, and methods of distribution. As a result, the Company has aggregated its operating segments into a single reportable segment for financial reporting purposes. The Company operates in one geographic segment, the United States of America.

The Company adopted ASU 2023-07 for the year ended December 31, 2024. Additional information about the Company’s operating segments and related disclosures is provided in Note 17 – Segment Reporting.

Net Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.

The computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 2026 and 2025 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	June 30		June 30,
	2026		2025
Options to purchase common shares		166		206
Warrants to purchase common shares		3,421		103,319
Common shares issuable upon conversion of preferred stock		373,334		250,239
Total potentially dilutive common shares		376,921		353,764

Recent Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 for the annual period ending December 31, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements but resulted in enhanced income tax disclosures.

Credit Losses – Accounts Receivable and Contract Assets

In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides all entities with a practical expedient, and entities other than public business entities with an additional accounting policy election, when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Under the practical expedient, an entity may assume that current economic conditions as of the balance sheet date remain unchanged over the forecast period, and is therefore not required to develop reasonable and supportable forecasts of future economic conditions for those assets. The standard is effective for the Company for annual reporting periods beginning January 1, 2026, and interim periods within those annual periods, applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Disclosure Improvements

In October 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 incorporates into the FASB Accounting Standards Codification 14 of the 27 disclosure and presentation requirements that were referred to the FASB by the SEC in connection with the SEC’s Disclosure Update and Simplification Initiative (SEC Release No. 33-10532). The amendments modify or add various disclosure and presentation requirements across a number of Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the impact of this guidance but does not expect it to have a material impact on its consolidated financial statements or disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 4 – CONCENTRATIONS OF RISK

Accounts Receivable

The Company has a concentration of credit risk with its accounts receivable balance. At June 30, 2026, five large customers individually accounted for $332,549, $185,298, $167,447, $149,780, and $130,431, or 18.04%, 10.05%, 9.08%, 8.12%, and 7.07%, respectively.

At December 31, 2025, seven large customers individually accounted for $159,073, $143,994, $113,939, $95,381, $88,446, $79,048, and $70,322, or 14.24%, 12.89%, 10.20%, 8.54%, 7.92%, 7.08%, and 6.30%, respectively.

Customer Concentrations

The Company has a concentration of customers. For the three months ended June 30, 2026, four customers individually accounted for $5,450,020, $2,715,861, $1,426,270, and $916,722, or approximately 34.07%, 16.98%, 8.92%, and 5.73% of our revenues, respectively. For the three months ended June 30, 2025, three customers individually accounted for $2,907,835, $1,817,648 and $996,500, or approximately 26.45%, 16.53% and 9.06% of our revenues, respectively.

The Company has a concentration of customers. For the six months ended June 30, 2026, four customers individually accounted for $10,658,938, $4,761,815, $2,282,525, and $2,004,637, or approximately 33.03%, 14.76%, 7.07%, and 6.21% of our revenues, respectively. For the six months ended June 30, 2025, two customers individually accounted for $5,387,248 and $3,111,895, or approximately 29.39% and 16.98% of our revenues, respectively.

The loss of, or a significant reduction in business from, any of these customers could have a material adverse effect on the Company’s results of operations and cash flows.

Vendor Concentrations

For the three months ended June 30, 2026 or June 30, 2025, no supplier individually accounted for more than 5% of total cost of revenues.

During the six months ended June 30, 2026, no supplier individually accounted for more than 5% of total cost of revenues. For the six months ended June 30, 2025, one vendor individually accounted for $659,842 or approximately 5.18% of cost of revenues.

The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.

NOTE 5 – INVENTORIES

Inventories consisted of the following as of:

SCHEDULE OF INVENTORIES

	June 30,		December 31,
	2026		2025
Processed and unprocessed scrap metal	$	3,193,480	$	2,240,943
Finished products		-		-
Inventories	$	3,193,480	$	2,240,943

NOTE 6 – PROPERTY AND EQUIPMENT

On December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Permits (as defined in the Contract of Sale), as more fully described in the Contract of Sale. The transaction closed on December 2, 2024.

The purchase price is paid by (i) the issuance of an aggregate of 450,000 shares of Series A-1 Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), to the Sellers at an aggregate valuation of $3,300,084 and (ii) the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916. The DWM Note bears interest at a rate of 10% per annum, and is payable in equal installments of $2,983,309 on each of December 31, 2024, January 31, 2025, February 28, 2025 and March 31, 2025 (each, a “Payment Date”); provided, that if payment on a Payment Date would cause the Company’s cash balance to be less than $3,000,000, then such Payment Date and each subsequent Payment Date shall be extended by 30 days. The Company shall make all payments owed under the DWM Note within 12 months from the date of issuance. In addition, if the Company exercises a 30 day extension of any payment, the Company is required to furnish to DWM such financial information and data as DWM may reasonably request to confirm the Company’s cash balance. The note was extended to March 31, 2026, and then further extended to June 30, 2026, and then further extended to July 31, 2026. Subsequent to June 30, 2026, the note was further extended to September 15, 2026.

Property and equipment as of June 30, 2026 and December 31, 2025 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30,			December 31,
	2026			2025
Machinery & Equipment	$	19,904,507		$	19,658,607
Furniture & Fixtures		6,128			6,128
Vehicles		21,613,488			21,742,353
Leaseholder Improvement		2,036,384			2,036,384
Land		3,641,579			3,641,579
Buildings		724,170			724,170
Subtotal		47,926,256			47,809,221

Less accumulated depreciation		(14,823,958	)		(11,961,211	)
Property and equipment, net	$	33,102,298		$	35,848,010

Depreciation expense for the three months ended June 30, 2026 and 2025 was $1,477,172 and $1,415,344 respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 was $2,939,221 and $2,794,962, respectively.

During the six months ended June 30, 2026, the Company purchased $287,700 in property and equipment, consisting of $153,400 financed through the issuance of non-convertible notes payable, $69,300 in accounts payable, and $65,000 paid in cash. The Company received $90,000 in cash proceeds from the sale of property and equipment and recognized a net loss on disposal of $4,191.

During the six months ended June 30, 2025, the Company settled $3,302,469 in non-convertible notes payable via the disposal of property and equipment and purchased $6,126,989 in new property and equipment via the issuance of non-convertible notes payable. The Company also recognized a loss of assets of $49,188 and received cash of $152,000 on the sale of property and equipment.

NOTE 7 – AMORTIZATION OF INTANGIBLE ASSETS

All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2026							Remaining
	Gross carrying		Accumulated			Carrying		estimated
	amount		amortization			value		useful life
Intellectual Property	$	3,036,000	$	(2,884,200	)	$	151,800	0.50 years
Customer List		2,239,000		(1,063,525	)		1,175,475	5.50 years
Licenses		21,274,000		(10,105,150	)		11,168,850	5.50 years
Total intangible assets, net	$	26,549,000	$	(14,052,875	)	$	12,496,125

	December 31, 2025							Remaining
	Gross carrying		Accumulated			Carrying		estimated
	amount		amortization			value		useful life
Intellectual Property	$	3,036,000	$	(2,580,600	)	$	455,400	1 years
Customer List		2,239,000		(951,575	)		1,287,425	6 years
Licenses		21,274,000		(9,041,450	)		12,232,550	6 years
Total intangible assets, net	$	26,549,000	$	(12,573,625	)	$	13,975,375

There were no intangible assets acquired during the six months ended June 30, 2026 and 2025.

Amortization expense for intangible assets was $739,625 and $739,625 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense for intangible assets was $1,479,250 and $1,479,250 for the six months ended June 30, 2026 and 2025, respectively.

Total estimated amortization expense for our intangible assets for the years 2026 through 2030 is as follows:

Year ended December 31,
2026 (remaining)	$	1,327,450
2027		2,351,300
2028		2,351,300
2029		2,351,300
2030		2,351,300
Thereafter		1,763,475

NOTE 8 – ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

Factoring Advances

Advances for Simple Agreements for Future Tokens were entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of June 30, 2026 and December 31, 2025, the Company owed $85,000 and $85,000 for Simple Agreements for Future Tokens, respectively.

Non-Convertible Notes Payable

On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October 2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on October 21, 2026. During the six months ended June 30, 2026 and 2025, the Company made $93,575 and $9,280 in payments towards the note, respectively. There was additional interest of $16,148 booked during the year ended December 31, 2025 and of $9,315 booked in the six months ended June 30, 2026. There was amortization of debt discount of $7,515 and $4,215 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $90,731 and $176,792 net an unamortized debt discount of $(68,986) and $(61,471), respectively.

On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal payments of $8,668 and $8,668 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a principal balance of $535,319 and $543,988, and accrued interest of $0 and $0, respectively. The Company made interest payments of $17,742 and $18,186 during the three months ended June 30, 2026 and 2025, respectively.

On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500. The note is secured by certain assets of the Company. There were cash proceeds of $1,000,000. The Company is required to make monthly payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $32,408 and $32,186 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $165,437 and $165,863 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $0 and $133,752 net an unamortized debt discount of $0 and $50,416, respectively.

On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353. The note is secured by certain assets of the Company. There were non-cash proceeds of $628,253 used to purchase equipment. The Company is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. The company recorded additional interest adjusted to debt discount amounting to $113,839. There was amortization of debt discount of $48,781 and $32,186 during the three months ended June 30, 2026 and 2025 respectively. There were payments of $53,776 and $106,023 during the three months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $252,015 and $242,229 net an unamortized debt discount of $(185,298) and $(229,154), respectively.

On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605. The note is secured by certain assets of the Company. There were non-cash proceeds of $832,605 used to purchase equipment. The Company is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There were additional fees incurred of $8,733 and $21,380 during the years ended December 31, 2024 and 2023, respectively. There was amortization of debt discount of $48,781 and $35,958 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $116,413 and $138,199 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $174,597 and $349,636 net an unamortized debt discount of $292,128 and $340,909, respectively.

On December 2, 2024, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $11,699,916. The note was for the purchase of certain land and permits from an entity controlled by the Company’s Chief Executive Officer and is secured by such property. There were non-cash proceeds of $11,699,916 used to purchase the land and equipment. The note matured on March 31, 2025 and accrues interest at 10% per annum. The note requires monthly payments of $2,983,309, however in the event such payment would result in the Company having less than $3 million cash on hand, such payment is delayed without penalty until the following month and the maturity date of the note extended. There was amortization of debt discount of $0 during the six months ended June 30, 2026 and 2025. The Company made payments of $0 and $2,300,000 towards the principal of the note during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a principal balance and accrued interest of $5,391,859. Subsequent to June 30, 2026, the note was extended to July 31, 2026.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,373,040 for a purchase price of $1,026,844. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $19,070. The note matures on February 3, 2031. There was amortization of debt discount of $38,253 and $13,920 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $95,350 and $77,250 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $854,687 and $911,784 net of an unamortized debt discount of $250,373 and $288,626, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,000,107 for a purchase price of $769,383. The note is secured by certain assets of the Company. There were non-cash proceeds of $29,853 used to purchase equipment. The Company is required to make monthly payments in the amount of $14,305. The note matures on February 3, 2031. There was amortization of debt discount of $28,683 and $(19,322) during the six months ended June 30, 2026 and 2025, respectively. There were payments of $71,525 and $57,220 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $641,208 and $684,050 net of an unamortized debt discount of $158,629 and $187,312, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,517,127 for a purchase price of $1,167,350. The note is secured by certain assets of the Company. There were non-cash proceeds of $45,273 used to purchase equipment. The Company is required to make monthly payments in the amount of $21,700. The note matures on February 3, 2031. There was amortization of debt discount of $43,540 and $(14,584) during the six months ended June 30, 2026 and 2025, respectively. There were payments of $108,500 and $87,800 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $972,483 and $1,037,443 net of an unamortized debt discount of $239,844 and $283,384, respectively.

On February 3, 2025, the Company entered into a secured promissory note in the principal amount of $1,213,693 for a purchase price of $898,653. The note is secured by certain assets of the Company. There were non-cash proceeds of $36,227 used to purchase equipment. The Company is required to make monthly payments in the amount of $17,360. The note matures on February 3, 2031. There was amortization of debt discount of $34,811 and $(13,164) during the six months ended June 30, 2026 and 2025, respectively. There were payments of $86,800 and $69,440 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $778,126 and $830,115 net of an unamortized debt discount of $192,527 and $227,338, respectively.

On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,658,880 for a purchase price of $1,240,690. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $23,040. The note matures on May 28, 2031. There was amortization of debt discount of $58,484 and $5,363 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $138,240 and $69,120 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $1,089,882 and $1,169,642 net of an unamortized debt discount of $338,594 and $397,078, respectively.

On May 28, 2025, the Company entered into a secured promissory note in the principal amount of $1,327,680 for a purchase price of $992,852. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $7,383. The note matures on May 28, 2031. There was amortization of debt discount of $38,620 and $16,937 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $92,200 and $36,880 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $872,185 and $925,765 net of an unamortized debt discount of $282,151 and $320,772, respectively.

On February 3, 2026, the Company entered into a secured promissory note in the principal amount of $182,880 for a purchase price of $153,400. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $3,810. The note matures on February 3, 2030. There was amortization of debt discount of $49,156 and $30,193 during the six months ended June 30, 2026 and 2025, respectively. There were payments of $52,327 and $0 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the note had a balance of $147,969 and $0 net of an unamortized debt discount of $(17,416) and $0, respectively.

The following table details the current and long-term principal due under non-convertible notes as of June 30, 2026.

	Principal			Principal
	(Current)			(Long Term)
Non-Convertible Note (Issued March 8, 2019)	$	-		$	5,000
Deed of Trust Note (Issued September 1, 2022)		53,712			481,607
Deed of Trust Note (Issued September 1, 2022)		53,712			481,607
Equipment Finance Note (Issued April 21, 2022)		21,745			-
Equipment Finance Note (Issued February 24, 2023)		66,714			-
Equipment Finance Note (Issued February 23, 2023)		287,460			179,265
Equipment Finance Note (Issued February 3, 2025)		228,840			876,220
Equipment Finance Note (Issued February 3, 2025)		171,660			628,177
Equipment Finance Note (Issued February 3, 2025)		260,400			951,927
Equipment Finance Note (Issued February 3, 2025)		208,320			762,333
Equipment Finance Note (Issued May 28, 2025)		276,480			1,152,000
Equipment Finance Note (Issued May 28, 2025)		88,596			1,065,741
Equipment Finance Note (Issued February 3, 2026)		45,720			84,833
SAFTs		-			85,000
DWM Property Note		5,391,859			-
Debt Discount		(185,464	)		(1,297,085	)
Total Principal of Non-Convertible Notes	$	6,969,754		$	5,456,625

Total principal payments due on non-convertible notes for 2026 through 2029 and thereafter is as follows:

Year ended December 31,
2026	$	6,317,767
2027		1,674,900
2028		1,422,975
2029		1,357,973
Thereafter		3,135,313

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of June 30, 2026 and December 31, 2025, the Company owed accounts payable and accrued expenses of $9,667,042 and $8,043,143, respectively.

These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.

	June 30,		December 31,
	2026		2025
Accounts Payable	$	3,006,412	$	2,950,052
Credit Cards		33,741		37,400
Accrued Interest		3,031,964		2,849,977
Accrued Expenses		3,594,925		2,205,714
Total Accounts Payable and Accrued Expenses	$	9,667,042	$	8,043,143

NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES

The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. As of June 30, 2026 and December 31, 2025, the Company owed payroll tax liabilities, including penalties, of $3,946,411 to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

On October 25, 2024, Arena Special Opportunities Fund, LP and other related entities (“Arena”) filed a lawsuit in New York State Court (the “Action”). The complaint for the lawsuit alleges, among other things, a purported breach of contract based on an alleged equity conditions failure. The Company believes that the Action lacks merit. In the event this Action is not summarily dismissed, the Company intends to vigorously defend against it.

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

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

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

Employee Matter

In April 2026, the Company identified and terminated a former non-officer employee in its logistics function who had improperly diverted certain hauling work to an outside entity and engaged in related improper conduct. The conduct did not have a material effect on the Company’s financial position, results of operations, or cash flows.. The Company has reviewed the matter, including outreach to potentially affected customers, and does not believe its ultimate resolution will have a material effect on the Company’s financial position, results of operations, or cash flows. No provision for loss has been recorded, as management has not concluded that a loss is probable or reasonably estimable.

As a precautionary measure, the Company has withheld $350,000 that would otherwise be payable to a related party and reclassified that amount within liabilities pending completion of its review. The withheld amount will be released to the related party if the review is completed without a resulting liability to the Company, or applied against any amounts ultimately determined to be owed to the Company. The Company’s review is ongoing, and the Company is pursuing available remedies against the former employee.

NOTE 12 – LEASES

Property Leases (Operating Leases)

The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2028. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise.

On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement.

On March 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $23,000 from March 1, 2026 to February 28, 2027; $23,000 from March 1, 2027 to February 28, 2028; and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. The lease is for a period of five years, include two options to extend for five years each, and the Company was required to make a security deposit of $17,000. The Company had the option to purchase the property for $3,277,000 until February 28, 2024.

In May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up and waste management obligations. Under the amended terms, rent was $23,000 for May 2025 (paid), $17,000 per month from June 1, 2025 through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027 through February 28, 2028. Beginning January 1, 2026, rent increases to $20,000 per month if the Company does not adhere to certain site clean-up obligations outlined in the amendment. The Company remains responsible for payment of property taxes related to the premises. All other material terms of the lease remain unchanged.

Automobile Leases (Operating Leases)

Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until lease expiration on February 15, 2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease.

ROU assets and liabilities consist of the following:

SCHEDULE OF ROU ASSETS AND LIABILITIES

	June 30,		December 31,
	2026		2025

ROU assets – related party	$	-	$	-
ROU assets		383,565		495,457
Total ROU assets	$	383,565	$	495,457

Current portion of lease liabilities – related party	$	-	$	-
Current portion of lease liabilities		208,152		272,476
Long term lease liabilities, net of current portion		192,228		233,451
Total lease liabilities	$	400,380	$	505,927

Aggregate minimum future commitments under non-cancelable operating leases and other obligations at June 30, 2026 were as follows:

Year ended December 31,
2026 (remaining)		135,768
2027		254,448
2028		40,000
Total Minimum Lease Payments	$	430,216
Less: Imputed Interest	$	(29,836	)
Present Value of Lease Payments	$	400,380
Less: Current Portion	$	(208,152	)
Long Term Portion	$	192,228

Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended June 30, 2026 and 2025 was $140,749 and $176,258, respectively. Rent expense for the six months ended June 30, 2026 and 2025 was $284,739 and $287,119, respectively. At June 30, 2026, the leases had a weighted average remaining lease term of 1.5 years and a weighted average discount rate of 10%.

NOTE 13 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

Series D

As of June 30, 2026, there were 0 shares of Series D issued and outstanding.

Series A-1

As of June 30, 2026, there were 450,000 shares of Series A-1 Preferred Stock issued and outstanding.

Common Stock

The Company is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.

During the year ended December 31, 2025, the Company issued 3,427 shares of common stock for services rendered.

During the year ended December 31, 2025, the Company issued 328,451 shares of common stock pursuant to the cashless exercises of warrants.

During the year ended December 31, 2025 the Company issued 260,403 shares of common stock and warrants pursuant to purchase agreements for total cash proceeds of approximately $11,041,070, gross of offering costs, and $10,478,605 net of $562,465 in offering fees.

During the year ended December 31, 2025, the Company issued 159 shares of common stock pursuant to rounding upon the effectuation of a reverse stock split.

During the three months ended March 31, 2026, the Company issued no shares of common stock.

As of June 30, 2026 and December 31, 2025 there were 829,631 and 829,631 shares of common stock issued and outstanding, respectively.

Additional Paid in Capital

During the year ended December 31, 2025, the Company credited additional paid-in capital approximately $10.5 million related to the issuance of common stock and warrants pursuant to purchase agreements for cash, net of offering costs.

During the year ended December 31, 2025, the Company recorded a deemed dividend of approximately $3.0 million in additional paid-in capital for the reduction in the exercise price of certain outstanding warrants.

During the year ended December 31, 2025, the Company recognized $99,996 in additional paid-in capital for common stock issued for services rendered.

During the year ended December 31, 2025, the Company recognized $(329) in additional paid-in capital for common stock issued pursuant to the cashless exercise of warrants.

During the year ended December 31, 2025, the Company recognized $1,490 in additional paid in capital pursuant to rounding for the effectuation of a reverse stock split.

NOTE 14 – WARRANTS

During the three months ended March 31, 2025, the Company entered into exchange agreements with holders of 50,445 warrants whereby the Company and the warrant holders agreed to exchange the warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the warrants, or 48,435 shares of common stock. Concurrently, the Company and the holders of 38,868 warrants issued on or about March 18, 2024, April 22, 2024, and May 16, 2024, agreed to amend these warrants to reduce the exercise price from $2.91 to $1.50 per share, increase the number of shares issuable upon exercise by 250%, and remove certain adjustment provisions in the event of certain dilutive issuances or share combinations. As a result of this amendment, an additional 58,293 warrants were issued.

During the three months ended March 31, 2025, an additional 8,843 warrants were cashless exercised into 55,066 shares of common stock.

On January 10, 2025, 68,581 warrants were exercised into 68,581 shares of common stock at an exercise price of $58.30 per share.

On February 10, 2025, 155,451 warrants were exercised into 155,451 shares of common stock at an exercise price of $36.30 per share.

During the three months ended September 30, 2025, an additional 98,246 warrants were cashless exercised into 137,185 shares of common stock.

During the three months ended December 31, 2025, an additional 181,599 warrants were cashless exercised into 136,200 shares of common stock.

A summary of the warrant activity for the six months ended June 30, 2026 is as follows:

SCHEDULE OF WARRANT ACTIVITY

					Weighted-Average
			Weighted-Average		Remaining		Aggregate
	Shares		Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2025		3,421	$	172.30		3.28	$	-
Exercisable at December 31, 2025		3,421	$	172.30		3.28	$	-
Granted		-		-
Exercised		-		-
Cancelled/Exchanged		-		-
Outstanding at June 30, 2026		3,421	$	172.30		2.78	$	-
Exercisable at June 30, 2026		3,421	$	172.30		2.78	$	-

SCHEDULE OF WARRANT EXERCISABLE

Exercise		Warrants		Weighted Avg.		Warrants
Price		Outstanding		Remaining Life		Exercisable
$	165.00		3,260		2.89		3,260
	320.10		161		0.67		161
			3,421		2.78		3,421

The aggregate intrinsic value of outstanding stock warrants was $0 based on warrants with an exercise price less than the Company’s stock price of $2.96 as of June 30, 2026 which would have been received by the warrant holders had those holders exercised the warrants as of that date.

NOTE 15 – STOCK OPTIONS

Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”), and our 2024 Equity Incentive Plan in May 2024 (“2024 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, 2022 Plan, and 2023 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by 27,091 to a total of 27,273 shares. As of June 30, 2026, the Company had granted an aggregate of 13,969 securities under the Plans since inception, with 13,387 shares available for future issuances.

The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

There were no options issued during the three or six months ended June 30, 2026.

A summary of the stock option activity for the six months ended June 30, 2026 is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

				Weighted-Average		Weighted-Average Remaining		Aggregate
	Shares			Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2025		206		$	3,723,473		0.99	$	-
Exercisable at December 31, 2025		206		$	3,723,473		0.99	$	-
Granted		-			-
Exercised		-			-
Forfeiture/Cancelled		(40	)	$	4,492,125
Outstanding at June 30, 2026		166		$	3,538,256		0.74	$	-
Exercisable at June 30, 2026		166		$	3,538,256		0.74	$	-

Exercise		Number of		Remaining		Number of
Price		Options		Life In Years		Options Exercisable
$	378,500 – 1,237,500		22		2.10		22
$	1,237,501 – 2,475,000		9		1.20		9
$	2,475,001 – 3,712,500		32		0.26		32
$	3,712,501 – 4,950,000		83		0.56		83
$	4,950,001 – 5,296,500		20		0.53		20

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $2.96 as of June 30, 2026, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that vested during the three months ended June 30, 2026 and 2025 was $0 and $0, respectively. Unrecognized compensation expense was $0 as of June 30, 2026.

NOTE 16 – RELATED PARTY TRANSACTIONS

Agreements with Danny Meeks and Affiliates of Danny Meeks

Related-Party Hauling, Mechanic, Equipment Rental, and Miscellaneous Services

During the six months ended June 30, 2026 and 2025, the Company provided $189,270 and $383,781 in hauling services to an entity controlled by the Company’s Chief Executive Officer, respectively.

During the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $213,953 and $816,993 for hauling services rendered to the Company, respectively.

During the six months ended June 30, 2026 and 2025, the Company received $0 and $56,100 in other income – related party for the rental of equipment to an entity controlled by the Company’s Chief Executive Officer, respectively.

During the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $726,992 and $0 for mechanic and repair services provided to the Company, respectively.

During the six months ended June 30, 2026 and 2025, the Company paid an entity controlled by the Company’s Chief Executive Officer $0 and $21,983 for equipment rentals provided to the Company, respectively.

NOTE 17 – SEGMENT REPORTING

Greenwave is organized into three operating segments based on our differentiated products – Scrap Metal Recycling, Hauling, and Other (primarily comprised of rental income).

We have one reportable geographic segment: the United States of America as all of our scrap metal is sourced domestically.

Our Chief Operating Decision Maker (“CODM”), Danny Meeks, Chairman and CEO, evaluates performance on both an operating segment basis and a consolidated basis, primarily using revenues, gross profit, and operating cash flows. These measures are used by the CODM, management, investors, lenders, and other external users of our financial statements to assess our operating performance and to compare results to other companies in the metal recycling industry. Our CODM utilizes segment profit and loss in assessing segment performance and in allocating resources among our operations.

Operating expenses, including selling, general and administrative expenses, depreciation and amortization, and other operating costs, are managed centrally and are not allocated to individual operating segments. These expenses are not included in the information regularly provided to or reviewed by the CODM when evaluating segment performance or making resource allocation decisions. As such, consistent with the requirements of ASU 2023-07, we present operating expenses only in the “Total” column and do not disaggregate these expenses by segment.

The following tables provide our results by segment:

SCHEDULE OF SEGMENT REPORTING

	Recycling			Hauling			Other		Total
	Six Months Ended June 30, 2026
	Scrap Metal
	Recycling			Hauling			Other		Total
Revenues	$	28,584,985		$	3,646,077		$	40,798	$	32,271,860
Cost of revenues		(17,274,946	)		(2,122,037	)		-		(19,396,983	)
Gross Profit:	$	11,310,039		$	1,524,040		$	40,798	$	12,874,877

Operating Expenses									$	(16,794,651	)
Other Expenses										(825,934	)
Deemed Dividends										-
Net loss available to common shareholders									$	(4,745,708	)

	Recycling			Hauling			Other		Total
	Six Months Ended June 30, 2025
	Scrap Metal
	Recycling			Hauling			Other		Total
Revenues	$	11,507,645		$	6,777,347		$	45,000	$	18,329,992
Cost of revenues		(9,508,357	)		(3,221,807	)		-		(12,730,164	)
Gross Profit:	$	1,999,288		$	3,555,540		$	45,000	$	5,599,828
Operating Expenses									$	(14,132,730	)
Other Expenses										(1,050,436	)
Deemed Dividends										(2,999,964	)
Net loss available to common shareholders									$	(12,583,302	)

	Recycling			Hauling			Other		Total
	Three Months Ended June 30, 2026
	Scrap Metal
	Recycling			Hauling			Other		Total
Revenues	$	14,454,523		$	1,519,756		$	21,600	$	15,995,879
Cost of revenues		(9,125,425	)		(810,460	)		-		(9,935,885	)
Gross Profit:	$	5,329,098		$	709,296		$	21,600	$	6,059,994

Operating Expenses									$	(8,906,499	)
Other Expenses										(394,658	)
Deemed Dividends										-
Net loss available to common shareholders									$	(3,241,163	)

	Recycling			Hauling			Other		Total
	Three Months Ended June 30, 2025
	Scrap Metal
	Recycling			Hauling			Other		Total
Revenues	$	7,110,100		$	3,865,182		$	21,000	$	10,996,282
Cost of revenues		(7,381,585	)		(1,501,532	)		-		(8,883,117	)
Gross Profit:	$	(271,485	)	$	2,363,650		$	21,000	$	2,113,165
Operating Expenses									$	(6,764,560	)
Other Expenses										(266,204	)
Deemed Dividends										-
Net loss available to common shareholders									$	(4,917,599	)

NOTE 18 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date of the filing of this Form 10-Q, the date the accompanying condensed consolidated financial statements were available to be issued, and concluded that no events or transactions occurred during that period that require recognition or disclosure herein.

ITEM 2. 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 164 people as of August 18, 2026.

Products and Services

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

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

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

Pricing and Customers

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

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

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

Sources of Unprocessed Metal

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

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

Competition

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

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

Results of Operations

For the Three Months Ended June 30, 2026 and 2025

	For the Three months ended June 30, 2026
							$			%
	2026			2025			Change			Change
Revenue	$	15,995,879		$	10,996,282		$	4,999,597			45.47	%

Gross Profit		6,059,994			2,113,165			3,946,829			186.77	%

Operating Expenses		8,906,499			6,764,560			2,141,939			31.66	%

Loss from Operations		(2,846,505	)		(4,651,395	)		1,804,890			(38.80	)%

Other Income (Expense)		(394,658	)		(266,204	)		(128,454	)		48.25	%

Net Loss Available to Common Stockholders	$	(3,241,163	)	$	(4,917,599	)	$	1,676,436			(34,09	)%

Revenues

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

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

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

Operating Expenses

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

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

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

Loss from Operations

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

Other Income (Expense)

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

Deemed Dividend

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

Net Loss Available to Common Stockholders

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

For the Six Months Ended June 30, 2026 and 2025

	For the Six months ended June 30, 2026
							$		%
	2026			2025			Change		Change
Revenue	$	32,271,860		$	18,329,992		$	13,941,868		76.06	%

Gross Profit		12,874,877			5,599,828			7,275,049		129.92	%

Operating Expenses		16,794,651			14,132,730			2,661,921		18.84	%

Loss from Operations		(3,919,774	)		(8,532,902	)		4,613,128		(54.06	)%

Other Income (Expense)		(825,934	)		(1,050,436	)		224,502		(21.37	)%

Net Loss Available to Common Stockholders	$	(4,745,708	)	$	(12,583,302	)	$	7,837,594		(62.29	)%

Revenues

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

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

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

Operating Expenses

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

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

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

Loss from Operations

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

Other Income (Expense)

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

Deemed Dividend

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

Net Loss Available to Common Stockholders

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

Liquidity and Capital Resources

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

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

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

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

Capital Resources

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

Required Capital over the Next Fiscal Year

Contractual Obligations

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

Recent Developments

Nasdaq Filing Rule Deficiency

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

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

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

Critical Accounting Policies and Estimates

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “smaller reporting company” we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As disclosed in Note 11 - Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements, the Company is engaged in certain legal matters and there have been no material developments with respect to our legal proceedings, except as described in Note 11 - Commitments and Contingencies. The disclosures set forth in Note 11 - Commitments and Contingencies relating to certain legal matters are incorporated herein by reference.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Documents filed as part of this Quarterly Report:

(1)

Financial Statements

See “Index to Consolidated Financial Statements” on Page F-1.

(2)

Financial Statement Schedules.

No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.

(3)

List of Exhibits.

			Incorporated by Reference
No.	Description	Form	File No.	Exhibit	Filing Date
2.1	Plan of Reorganization, dated March 18, 2014	S-1	333-196735	2.1	June 13, 2014
2.2	Agreement and Plan of Merger between MassRoots, Inc., Empire Merger Corp., Empire Services, Inc. and Danny Meeks, as the sole shareholder, dated September 30, 2021	8-K	000-55431	10.1	October 6, 2021
3.1	Second Amended and Restated Certificate of Incorporation of the Registrant	8-K/A	000-55431	3.1	June 19, 2018
3.2	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation effective September 30, 2021, field with the Secretary of State on September 30, 2021	8-K	000-55431	3.1	October 6, 2021
3.3	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.1	February 25, 2022
3.4	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	000-55431	3.2	February 25, 2022
3.5	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-41452	3.1	June 3, 2024

3.6	Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock	8-K	000-55431	3.1	April 2, 2024
3.7	Certificate of Elimination relating to the Series D Preferred Stock, dated May 29, 2024	8-K	001-41452	3.1	June 3, 2024
3.8	Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock of Greenwave Technology Solutions, Inc., dated November 13, 2024	8-K	001-41452	3.1	November 18, 2024
3.9	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation	8-K	001-41452	3.1	August 25, 2025
3.10	Amended and Restated Bylaws of the Registrant.	8-K	001-41452	3.1	November 29, 2022
3.11	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant	DEF 14A	001-41452	Appendix A	June 3, 2024
4.1	Form of Common Stock Certificate.	S-1	333-196735	4.1	June 13, 2014
4.2	Form of Warrant dated July 2023	8-K	000-55431	4.1	August 3, 2023
4.3	Form of Senior Note dated July 2023	8-K	000-55431	4.2	August 3, 2023
4.4	Form of Secured Promissory Note dated July 31, 2023. Issued to DWM Properties LLC	8-K	000-55431	4.3	August 3, 2023
4.5	Form of Warrant issued to Purchasers, dated August 2023	8-K	000-55431	4.1	August 21, 2023
4.6	Form of Placement Agent Warrant, dated August 2023	8-K	000-55431	4.2	August 21, 2023
4.7	Form of Warrant	8-K	000-55431	4.1	December 6, 2021
4.8	Form of Senior Note	8-K	000-55431	4.2	December 6, 2021
4.9	Form of Inducement Warrant	8-K	001-41452	4.1	March 18, 2024
4.10	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	April 22, 2024
4.11	Form of Financial Advisor Warrant	8-K	001-41452	4.2	April 22, 2024
4.12	Amendment to Senior Secured Convertible Promissory Note, dated as of May 3, 2024, by and among Greenwave Technology Solutions, Inc. and the Holders party thereto	8-K	001-41452	4.1	May 3, 2024
4.13	Waiver Agreement, dated as of May 9, 2024, by and among Greenwave Technology Solutions, Inc. and the Purchasers party thereto.	8-K	001-41452	4.1	May 9, 2024
4.14	Form of Warrant issued to Purchasers	10-Q	001-41452	4.1	May 20, 2024
4.15	Form of Financial Advisor Warrant	10-Q	001-41452	4.2	May 20, 2024
4.16	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	June 11, 2024
4.17	Form of Placement Agent Warrant	8-K	001-41452	4.2	June 11, 2024
4.18	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	January 13, 2025
4.19	Form of Placement Agent Warrant	8-K	001-41452	4.2	January 13, 2025
4.20	Form of Warrant Amendment entered into with Existing Holders	8-K	001-41452	4.3	January 13, 2025
4.21	Form of Warrant issued to Purchasers	8-K	001-41452	4.1	February 11, 2025
4.22	Form of Placement Agent Warrant	8-K	001-41452	4.2	February 11, 2025
4.23	Promissory Note, dated as of December 2, 2024, issued to DWM Properties LLC	8-K	001-41452	4.1	December 2, 2024

10.1	2014 Stock Incentive Plan and form of agreements thereunder.	S-1	333-196735	10.12	June 13, 2014
10.2	2015 Stock Incentive Plan and form of agreements thereunder.	10-K	333-196735	10.12	March 30, 2016
10.3	2016 Stock Incentive Plan and form of agreements thereunder.	8-K	000-55431	4.1	September 23, 2016
10.4	2017 Equity Incentive Plan and form of agreements thereunder.	DEF 14C	000-55431	Appendix A	December 9, 2016
10.5	2018 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix B	May 11, 2018
10.6	2021 Equity Incentive Plan and form of agreements thereunder.	DEF 14A	000-55431	Appendix C	July 12, 2021
10.7	2022 Equity Incentive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	October 11, 2022
10.8	2023 Equity Inventive Plan and form of agreements thereunder	DEF 14A	001-41452	Appendix A	August 31, 2023
10.9	2024 Equity Inventive Plan and form of agreements thereunder.	DEF 14A	001-41452	Appendix A	April 11, 2024
10.10	Amendment No. 1 to the 2024 Equity Inventive Plan	DEF 14A	001-41452	Appendix B	June 3, 2024
10.11	Form of Amended and Restated Simple Agreement for Future Tokens.	S-1	333-223038	10.27	February 14, 2018
10.12	Employment Agreement by and between the Company and Danny Meeks	8-K	000-55431	10.2	October 6, 2021
10.13	Securities Purchase Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.1	December 6, 2021
10.14	Pledge and Security Agreement, dated November 30, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.2	December 6, 2021
10.15	Registration Rights Agreement, dated November 29, 2021, by and between MassRoots, Inc. and the parties thereto	8-K	000-55431	10.3	December 6, 2021
10.16	Form of Exchange Agreement	8-K/A	000-55431	10.1	April 2, 2024
10.17	Purchase Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.1	August 3, 2023
10.18	Security Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.2	August 3, 2023
10.19	Registration Rights Agreement, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and the parties thereto.	8-K	000-55431	10.3	August 3, 2023
10.20	Bill of Sale, dated July 31, 2023, by and between Greenwave Technology Solutions, Inc. and DWM Properties LLC	8-K	000-55431	10.4	August 3, 2023
10.21	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto.	8-K	000-55431	10.1	August 21, 2023
10.22	Form of Inducement Letter	8-K	000-55431	10.1	March 18, 2024

10.23	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	April 22, 2024
10.24	Form of Exchange Agreement	8-K	001-41452	10.2	April 22, 2024
10.25	Form of Voting Agreement	8-K	001-41452	10.3	April 22, 2024
10.26	Form of Exchange Agreement	8-K	001-41452	10.1	May 16, 2024
10.27	Form of Securities Purchase Agreement between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	10-Q	001-41452	10.1	May 20, 2024
10.28	Form of Securities Purchase Agreement, dated as of June 10, 2024, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	June 11, 2024
10.29	Contract of Sale, dated as of December 2, 2024, by and among, DWM Properties LLC, KPAJ, LLC, OceanaSalvage Properties, L.L.C., as Sellers, and Greenwave Technology Solutions, Inc.	8-K	001-41452	10.1	December 2, 2024
10.30	Form of Securities Purchase Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	January 13, 2025
10.31	Form of Exchange Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the June Holders signatory thereto	8-K	001-41452	10.2	January 13, 2025
10.32	Form of Voting Agreement, dated as of January 10, 2025, by and between Greenwave Technology Solutions, Inc. and the signatory thereto	8-K	001-41452	10.3	January 13, 2025
10.33	Form of Securities Purchase Agreement, dated as of February 10, 2025, by and between Greenwave Technology Solutions, Inc. and the Purchasers signatory thereto	8-K	001-41452	10.1	February 11, 2025
10.34	Scope of Work Agreement, dated January 2, 2026, between the Company and MACK Financial Solutions, LLC	8-K	001-41452	10.1	February 10, 2026
31.1*	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a)
31.2*	Chief Financial Officer Certification pursuant to Rule 13a- 14(a)/15d-14(a)
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	filed herewith.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREENWAVE TECHNOLOGY SOLUTIONS, INC.

Date: August 18, 2026	By:	/s/ Danny Meeks
		Danny Meeks, Chief Executive Officer
		(Principal Executive Officer)

Date: August 18, 2026	By:	/s/ Chelsea Pullano
		Chelsea Pullano, Chief Financial Officer
		(Principal Financial and Accounting Officer)