全米
証券取引委員会
ワシントンD.C. 20549
フォーム
期間が終了した時点で
OR
___________から___________への移行期間について
手数料
ファイル番号
(定款に記載されたビジネスの正確な名称)
（本店所在地の州または支配管轄地域） （主たる事務所の所在地または国） |
(I.R.S. 職員 身分証明番号) （IRS雇用主識別番号） | |
| （主要経営事務所の住所） | （郵便番号） |
法律第12(b)条に基づき登録された証券:
| 各クラスの名称 | 取引シンボル（s） | 登録されている取引所の名称 | ||
証券取引法第13条または15(d)条によって、登録者が前の12か月間（または登録者がそのような報告書を提出する必要があった短い期間）に提出する必要があるすべての報告書を提出したかどうか（1）、および過去90日間にそのような報告書の提出要件があったかどうか（2）をチェックマークで示します。
ルール405に従い、12か月以内にすべてのインタラクティブ・データ・ファイルを電子的に提出したかどうか、マークで示してください。（規制S-Tの§232.405による）。ただし、申請者がそのようなファイルを提出することが必要な期間よりも短い期間である場合は、その期間を指定してください。
取引所法令のRule 120億2で「大幅な加速ファイラー」「加速ファイラー」「非加速ファイラー」「小規模報告会社」「新興成長企業」の定義を参照して、開示書に示す項目に✔印を付けてください。
| 大型加速ファイラー | ☐ | 加速ファイラー | ☐ |
| ☒ | 報告書提出会社としての規模が小さい | ||
| 新興成長企業 |
新しいまたは改訂された財務会計基準に適合するための拡張された過渡期間を使用しないことを登録者が選択した場合は、チェックマークで示してください。 ☐
書式に従い、登録者が大規模加速提出者、加速提出者、非加速提出者、より小規模な報告会社、または新興成長企業であるかどうかチェックマークで示してください。策定法12b-2の「大規模加速ファイラー」「加速ファイラー」「小規模報告会社」「新興成長企業」の定義については、参照してください。
2024年11月14日時点で、 登録者の普通株式発行数の合計は57,866,830株です。
目次
| 第I部 財務情報 | |||
| アイテム 1. | 財務諸表 | ||
| 圧縮された 連結貸借対照表（2024年9月30日現在（未監査）および2023年12月31日） | 1 | ||
| 要約 2024年および2023年9月30日に終了した3か月および9か月の連結営業報告書（監査なし） | 2 | ||
| 要約 2024年および2023年9月30日に終了した3か月および9か月の株主資本（赤字）に関する連結報告書（監査なし） | 3 | ||
| 抜粋された 連結キャッシュフロー計算書 2024年および2023年9月30日終了の九か月（未監査） | 7 | ||
| 圧縮された連結財務諸表に関するノート（監査対象外） | 8 | ||
| アイテム 2. | 経営陣による財務状況および業績に関する議論と分析 | 32 | |
| アイテム 3. | 市場リスクに関する定量的および定性的な情報 | 39 | |
| アイテム 4. | 管理および手順 | 40 | |
| PART II. その他の情報 | |||
| アイテム 1. | 法的な訴訟 | 41 | |
| 項目1A. | リスクファクター | 41 | |
| アイテム 2. | 未登録の株式の販売と資金使用 | 41 | |
| アイテム 3. | 上位証券のデフォルト | 41 | |
| アイテム 4. | 鉱山安全性開示 | 41 | |
| 項目5. | その他の情報 | 42 | |
| 項目6. | 展示物 | 42 | |
| 署名 | 43 | ||
| i |
将来に向けた示唆を与える記述に関する注意書き
この10-Qフォームに含まれる四半期報告書には、1933年証券法第27A条（以下、「証券法」という）及び修正された1934年証券取引所法第21E条（以下、「取引所法」という）の意味の範囲内での前向きな発言が含まれており、弊社の経営陣の信念と仮定、現時点で経営陣が利用可能な情報に基づいており、かつ重大なリスクと不確実性を伴うものです。この10-Qフォームに含まれる記載事項のうち、歴史的事実の記述以外のすべての記述、つまり将来の業績や財務状況、ビジネス戦略や計画、市場成長とトレンド、および将来の運営目標に関する記述は、前向きな発言です。前向きな発言は一般的に将来の出来事や当社の将来の財務または運営上の業績に関連します。場合によっては、「may」、「will」、「should」、「expects」、「plans」、「anticipates」、「could」、「intends」、「target」、「projects」、「contemplates」、「believes」、「estimates」、「predicts」、「potential」、「continue」といった言葉が含まれているため、前向きな発言であることが識別できます。これらの言葉や他の類似した用語や表現は、当社の期待、戦略、計画、または意図に関するものです。
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 Annual Report on Form 10-K, and our other filings with SEC. These risks and uncertainties include, among other things:
| ● | 制裁や関税、割当、その他の取引行動および輸入制限の影響を含む、グローバル市場の変化のため、運営結果、財務種類、キャッシュフローに悪影響を及ぼす可能性があります。 | |
| ● | 生産資材や廃車両の入手可能性や価格の変動により、売上が減少する可能性があります。 | |
| ● | 鋼鉄の価格の著しい減少により、運営結果に悪影響を及ぼす可能性があります。 | |
| ● | グローバルな鋼鉄業種における需給の不均衡により、当社の製品に対する需要が減少する可能性があります。 | |
| ● | 長期資産および株式投資の減損は、当社の営業成績に悪影響を及ぼす可能性があります。 | |
| ● | 政府機関が当社のライセンスや許可の付与または更新を拒否し、運営能力を制限すること。 |
既存および将来の気候変動や温室効果ガス排出に関する法律および規制の遵守は、弊社の業績に悪影響を及ぼす可能性があります。
注意してください。これらの将来予測に関する発言に過度に依存しないようにしてください。これらの発言は、四半期報告書（フォーム10-Q）の日付時点でのみ有効です。将来予測に関する発言は、それが行われた日付時点でのみ有効であり、私たちはこの四半期報告書（フォーム10-Q）の日以降に、新しい情報、将来の出来事またはその他の理由から、これらの発言を公に更新または修正する義務を否認します。また、予期しない出来事の発生を反映させることもありません。ただし、適用される法律により要求される場合を除きます。
| ii |
GREENWAVE テクノロジーソリューションズ、インク。
要約された連結貸借対照表
| 9月 30日, | 2022年12月31日 | |||||||
| 2024 | 2023 | |||||||
| （未確定） | ||||||||
| 資産 | ||||||||
| 流動資産: | ||||||||
| 現金 | $ | $ | ||||||
| 棚卸資産 | ||||||||
| 売掛金 | ||||||||
| 前払費用 | ||||||||
| 流動資産合計 | ||||||||
| 有形固定資産 | ||||||||
| 資産および設備、純額 - 関係者から購入 | ||||||||
| オペレーティングリース利用権資産、純額 - 関連会社 | ||||||||
| 純流動資産からの利用権 純 | ||||||||
| ライセンス、純額 | ||||||||
| 無形資産（純額） | ||||||||
| 顧客リスト、純 | ||||||||
| 保証金 | ||||||||
| 総資産 | $ | $ | ||||||
| 負債および株主資本 （赤字） | ||||||||
| 流動負債： | ||||||||
| 銀行のオーバードラフト | $ | $ | ||||||
| 支払予定勘定と未払費用 | ||||||||
| 未払いの賃金及び関連費用 | ||||||||
| 普通株式に換金できない支払手形、流動部分、割引債務残高$ | ||||||||
| 株式に換金可能な支払手形、流動部分、割引債務残高$ および | ||||||||
| 関係会社によるものです | ||||||||
| オペレーティング・リースの負債（現在の部分） - 関係先 | ||||||||
| オペレーティング・リースの負債、 現在の部分 | ||||||||
| 合計流動負債 | ||||||||
| オペレーティング・リースの負債、現在の部分を差し引いた額 | ||||||||
| 関連者借入金 | ||||||||
| 償還可能社債、未償還の債務割引額を差し引いた額 および | ||||||||
| 非換金社債
未償還債務割引額の純額 $ | ||||||||
| 総負債 | ||||||||
| コミットメントと事後条件（注13を参照） | ||||||||
| 株主資本（赤字）： | ||||||||
| 优先股 - 株式総数：136,319 | ||||||||
| 普通株式、1株当たり0.001ドルの割額株式、承認済み株式総数900,000,000株、発行済み株式577,806,659株、2023年12月31日時点での流通株式540,387,949株、発行済み株式577,805,623株、2023年3月31日時点での流通株式545,459,814株、追加資本金 額面価額、 及び 認可株式数; および 発行済株式および発行済普通株式はそれぞれ | ||||||||
| 追加資本金 | ||||||||
| 累積損失 | ( | ) | ( | ) | ||||
| 株主資本合計（赤字） | ( | ) | ||||||
| 負債及び株主資本合計（赤字） | $ | $ | ||||||
この未監査の簡略化された連結財務諸表については、添付の注記が不可欠な要素です。
| 1 |
GREENWAVE テクノロジー ソリューションズ株式会社
連結損益計算書
（未確定）
終了した3か月間にわたる 9月30日, | For the Nine Months Ended 9月30日, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 収益 | $ | $ | $ | $ | ||||||||||||
| 収益の原価 | ||||||||||||||||
| 粗利益 | ||||||||||||||||
| 運営費: | ||||||||||||||||
| 広告 | ||||||||||||||||
| 給与および関連する経費 | ||||||||||||||||
| 賃貸料、公共料金および物件の
維持管理（$ | ||||||||||||||||
| ホーリングおよび設備保守 | ||||||||||||||||
| 減価償却費および償却費 | ||||||||||||||||
| コンサルティング、会計、および法務 | ||||||||||||||||
| 資産売却損失 | ||||||||||||||||
| サービスの株式ベースの報酬 | ||||||||||||||||
| 株式ベースの報酬 | ||||||||||||||||
| その他の一般管理経費 | ||||||||||||||||
| 合計 営業費用 | ||||||||||||||||
| 営業損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| その他の収益（費用）: | ||||||||||||||||
| 支払利息費用および借入割引の償却 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| リース終了時の収益 | ||||||||||||||||
| 税額控除による利益 | ||||||||||||||||
| 財務目的で発行された株式 | ( | ) | ||||||||||||||
| その他の利益（損失） | ||||||||||||||||
| 誘発権利の株式発行 | ( | ) | ||||||||||||||
| 債務の清算に伴う損失 | ( | ) | ||||||||||||||
| 金融派生商品負債の公正価値の変動 | ||||||||||||||||
| 転換社債の換金による損益 | ( | ) | ||||||||||||||
| 非転換社債と前払金の決済による利益 | ||||||||||||||||
| 合計 その他の収入（費用） | ( | ) | ( | ) | ( | ) | ||||||||||
| 希薄化前純損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 法人税の引当（利益） | ||||||||||||||||
| 純損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 希薄化後warrantsの行使価格削減による擬似配当金 | ( | ) | ( | ) | ( | ) | ||||||||||
| 債券の換金価格削減による擬似配当金 | ( | ) | ( | ) | ( | ) | ||||||||||
| 一般株主に利用可能な純損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 一般株式当たりの純損失： | ||||||||||||||||
| 基本 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 希薄化後 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 加重平均発行普通株式数： | ||||||||||||||||
| 基本 | ||||||||||||||||
| 希薄化後 | ||||||||||||||||
付随する注記は、これらの監査されていない簡素化された連結財務諸表の不可欠な一部です。
| 2 |
GREENWAVE テクノロジー ソリューションズ株式会社
凝縮された 株主資本（赤字）の変動に関する統合財務諸表
2024年9月30日までの3ヶ月および9ヶ月のために
(未検査)
|
優先株式 シリーズDが発行される | 一般 株 | 追加 有料 | 蓄積 | |||||||||||||||||||||||||
| 株式 | 金額 | 株式 | 金額 | キャピタル取引 | 赤字 | 合計 | ||||||||||||||||||||||
| 2023年12月31日の残高 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| 関連会社の非転換社債をD株式に交換 | $ | - | $ | $ | ||||||||||||||||||||||||
| warrantsの無償交換による普通株式の発行 | - | $ | $ | ( | ) | |||||||||||||||||||||||
| 手数料を差し引いた現金による普通株式とwarrantsの発行 | - | $ | $ | $ | ||||||||||||||||||||||||
| 転換社債の換金による普通株式の発行 | - | $ | $ | |||||||||||||||||||||||||
| 普通株式が発行されました、転換可能な債務証書（関連会社）のため | - | $ | $ | $ | ||||||||||||||||||||||||
| 現金に対するシェアの行使によって発行された普通株式、手数料相殺後 | - | $ | $ | $ | ||||||||||||||||||||||||
| サービスに対する株式報酬 | - | - | $ | $ | ||||||||||||||||||||||||
| 誘導ワラントのために発行された株式 | - | - | $ | $ | ||||||||||||||||||||||||
| 転換可能債務証書の転換特典の変更 | - | - | $ | $ | ||||||||||||||||||||||||
| 債務証書の転換価格の引き下げに対する見なされる配当 | - | - | $ | $ | ( | ) | ||||||||||||||||||||||
| ワラントの行使価格の引き下げに対する見なされる配当 | - | - | $ | $ | ( | ) | ||||||||||||||||||||||
| シリーズD株式を普通株式に交換 | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||
| 認定株の不足による派生 pass負債の設定 | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 株式分割時の派生 pass負債の決済 | - | - | $ | $ | ||||||||||||||||||||||||
| 逆株式分割における調整後 シェアの端数処理 | - | $ | $ | ( | ) | |||||||||||||||||||||||
| 純損失 | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 2024年9月30日の残高 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
この未監査の簡略化された連結財務諸表については、添付の注記が不可欠な要素です。
| 3 |
优先股 シリーズDが発行されます | 一般 株 | 追加 出資金 | 蓄積 | |||||||||||||||||||||||||
| 株式 | 金額 | 株式 | 金額 | 資本 | 赤字 | 合計 | ||||||||||||||||||||||
| 2024年6月30日の残高 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| 普通株式は warrants の無現金取引に発行されました | - | $ | $ | ( | ) | |||||||||||||||||||||||
| 当期純利益 | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| 2024年9月30日の残高 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
添付の注釈はこれらの未監査の要約連結財務諸表の不可欠な部分です。
| 4 |
グリーンウェーブ テクノロジーソリューションズ株式会社
凝縮された 株主資本（赤字）の変動に関する統合財務諸表
2023年9月30日終了の3か月と9か月間
(未検査)
優先株 シリーズ Z | 一般 株 | 追加 支払い | 蓄積 | |||||||||||||||||||||||||
| 株式 | 金額 | 株式 | 金額 | 資本に おいて | 赤字 | 合計 | ||||||||||||||||||||||
| 2022年12月31日の残高 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| シリーズZ優先株式の転換による 普通株式の発行 | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| 現金に対して発行された普通株式、純発行 コスト | - | $ | $ | $ | ||||||||||||||||||||||||
| 提供されたサービスおよびこれから提供される サービスに対して発行された普通株式 | - | $ | $ | $ | ||||||||||||||||||||||||
| 現金に対してwarrantsの行使のために発行された 普通株式 | - | $ | $ | $ | ||||||||||||||||||||||||
| warrantsの行使に対して発行された普通株式 キャッシュレス行使条項に基づいて | - | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| シニア担保債務の発行において発行されたwarrantsのための債務割引 | - | - | $ | $ | ||||||||||||||||||||||||
| シニア担保債務の発行に対する手数料として発行されたwarrantsのための債務割引 | - | - | $ | $ | ||||||||||||||||||||||||
| 債務証書の転換価格の減少に対する見做し配当 | - | - | $ | $ | ( | ) | $ | |||||||||||||||||||||
| warrantsの行使価格の減少に対する見做し配当 | - | - | $ | $ | ( | ) | $ | |||||||||||||||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| 2023年9月30日の残高 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
この未監査の簡略化された連結財務諸表については、添付の注記が不可欠な要素です。
| 5 |
優先株 シリーズ Z | 一般 株 | 追加 支払い | 蓄積 | |||||||||||||||||||||||||
| 株式 | 金額 | 株式 | 金額 | 資本について | 赤字 | 合計 | ||||||||||||||||||||||
| 2023年6月30日の残高 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Series Z優先株式の換金による普通株式の発行 | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| 現金による発行のための普通株式、純発行コスト | - | $ | $ | $ | ||||||||||||||||||||||||
| サービスの提供および提供予定のために発行された普通株式 | - | $ | $ | $ | ||||||||||||||||||||||||
| 現金に対する行使のために発行された普通株式 | - | $ | $ | $ | ||||||||||||||||||||||||
| 無担保行使規定に基づく現金に対する行使のために発行された普通株式 | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 優先担保債務証券の発行に伴う発行済みワラントの債務割引 | - | - | $ | $ | ||||||||||||||||||||||||
| 優先担保債務証券の発行手数料として発行された発行済みワラントの債務割引 | - | - | $ | $ | ||||||||||||||||||||||||
| 債務証書の換金価格が低下したことによる見積配当 | - | - | $ | $ | ( | ) | $ | |||||||||||||||||||||
| ワラントの行使価格が低下したことによる見積配当 | - | - | $ | $ | ( | ) | $ | |||||||||||||||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| 2023年9月30日の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
この未監査の簡略化された連結財務諸表については、添付の注記が不可欠な要素です。
| 6 |
GREENWAVE テクノロジーソリューションズ、インク。
縮小された キャッシュフローの包括的な財務諸表
(未検査)
| 2023年9月30日までの九か月間 | ||||||||
| 2024 | 2023 | |||||||
| 営業活動によるキャッシュフロー: | ||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | ||
| 純損失を純現金に調整するための調整 (使用された) 営業活動によって提供された: | ||||||||
| 無形資産の 減価償却と償却 | ||||||||
| 使用権資産の償却、純 - 関連当事者 | ||||||||
| 使用権資産の償却、純 | ||||||||
| 利息と負債割引の償却 | ||||||||
| 債務の転換による損失 | ||||||||
| 非転換性の支払手形と前払い金の清算による利益 | ( | ) | ( | ) | ||||
| 資産の損失 | ||||||||
| 株式報酬 | ||||||||
| サービスに対する株式ベースの報酬 | ||||||||
| warrant誘引のために発行された株式 | ||||||||
| 債務の破棄による損失 | ||||||||
| デリバティブ負債の公正価値の変動 | ( | ) | ||||||
| 運営リース負債の終了による利益 | ( | ) | ||||||
| 営業資産および負債の変動: | ||||||||
| 関連当事者に対する債務 | ( | ) | ||||||
| 棚卸資産 | ( | ) | ||||||
| 売掛金 | ( | ) | ( | ) | ||||
| 前払費用 | ( | ) | ( | ) | ||||
| 保証金 | ( | ) | ||||||
| 支払手形および未払費用 | ( | ) | ( | ) | ||||
| 未払給与および関連費用 | ( | ) | ||||||
| 関連当事者に対する営業リース負債の元本返済 | ( | ) | ( | ) | ||||
| 営業リース負債の元本返済 | ( | ) | ||||||
| 営業活動による純現金流出 | ( | ) | ( | ) | ||||
| 投資活動によるキャッシュフロー： | ||||||||
| 関連当事者からの不動産および機器の購入 | ( | ) | ( | ) | ||||
| 有形固定資産の取得 | ( | ) | ||||||
| 投資活動に係る純現金流入量 | ( | ) | ( | ) | ||||
| 財務活動からのキャッシュフロー: | ||||||||
| 銀行のオーバードラフト | ||||||||
| warrants付きの普通株式の発行による収益 | ||||||||
| 転換社債の発行による収益 | ||||||||
| ブリッジファイナンスによる収益 | ||||||||
| 転換社債の返済 | ( | ) | ||||||
| 非転換社債発行による収益 | ||||||||
| 非転換性の 支払手形の返済 | ( | ) | ( | ) | ||||
| ファクタリングによる収益 | ||||||||
| ファクタリングの返済 | ( | ) | ( | ) | ||||
| ネット 財務活動によって提供された現金 | ||||||||
| 現金及び現金同等物の純増加 | ||||||||
| 当期初現金 | ||||||||
| 期末の現金残高 | $ | $ | ||||||
| キャッシュフロー情報の補足開示 | ||||||||
| 現金 期間中に支払われた利息 | $ | $ | ||||||
| 現金 期間中に支払われた税金 | $ | $ | ||||||
| 補足開示 非現金の投資および財務活動: | ||||||||
| 見做し 債券の転換価格引き下げに対する配当 | $ | $ | ||||||
| ファクタリング 負債の返済に利用された手当金 | $ | $ | ||||||
| 設備 非変換可能な支払手形の発行によって購入 | $ | $ | ||||||
| 債務 シニアセキュリティ債務配分において発行されたwarrantsに対する割引 | $ | $ | ||||||
| 見做し 債券の転換価格引き下げに対する配当 | $ | $ | ||||||
| 機器 関連当事者からの支払手形による購入 | $ | $ | ||||||
| warrantsの行使価格引き下げによる未確定配当 | $ | $ | ||||||
| 関連当事者の手形をシリーズD優先株に取引所 | $ | $ | ||||||
| 使用権資産とオペレーティングリース負債の増加 | $ | $ | ||||||
| warrantsの現金レス取引のために発行された普通株式 | $ | $ | ||||||
| シリーズZ優先株の転換に伴い発行された普通株式 | $ | $ | ||||||
| シリーズDの取引所のために発行された普通株式 | $ | $ | ||||||
| 株式併合のための調整 | $ | $ | ||||||
| 法的 手数料はwarrants行使から支払われました | $ | $ | ||||||
| 資産 は売掛金から調整後購入されました | $ | $ | ||||||
| 普通 株式は転換社債と未払利息の転換により発行されました | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
GREENWAVE TECHNOLOGY SOLUTIONS, INC.
Notes to Condensed Consolidated Financial Statements
September 30, 2024 (Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Overview
Greenwave Technology Solutions, Inc. (“Greenwave”, the “Company”, “we”, “us” or “ours”) 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 and North Carolina. 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 80 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 condensed 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. All intercompany transactions were eliminated during consolidation.
On
May 29, 2024, the “Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s
Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued common stock, par value $
per share (“Common Stock”), in the ratio of
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 nine months ended September 30, 2024 and 2023, its cash flows for the nine months ended September 30, 2024 and 2023, and its financial position as of September 30, 2024 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, 2023 as filed with the SEC on April 16, 2024 (the “Annual Report”). The December 31, 2023 balance sheet is derived from those statements.
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of September 30, 2024, the Company had cash of $
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.
| 8 |
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 unaudited 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 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, deemed dividends, assumptions used in right-of-use and lease liability calculations, impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, derivative liability, extinguishment & modification of debt 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 condensed 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 September 30, 2024 and December 31, 2023, 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 $
Accounts Receivable
Accounts receivable represent amounts primarily due from customers on product and other sales. 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 delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery.
| 9 |
The
Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable
balances, the financial condition of the Company’s customers, 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 September 30, 2024 and December 31, 2023,
the accounts receivable balances amounted to $
Property and Equipment, net
We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our 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 our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes.
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.
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 17 – 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 condensed 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 13 – Commitments and Contingencies.
| 10 |
Revenue Recognition
The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.
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 clients.
The Company realizes revenue upon the fulfilment of its performance obligations to customers.
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 we do carry, 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 value 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 $
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $
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
| 11 |
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.
Convertible Instruments
U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities from Equity.”
Deemed Dividend
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.
Issuance of Debt Instruments With Detachable Stock Purchase Warrants
Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method.
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.
| 12 |
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. As of September 30, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities
of $
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.
Management believes these contingent environmental-related liabilities have been resolved.
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 to
Factoring Agreements
We
have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions
are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and
fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these
factoring arrangements could have a material adverse effect on our financial condition. As of September 30, 2024 and December 31, 2023,
the Company owed $
Segment Reporting
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
The Company computes earnings (loss) per common 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 period. 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.
| 13 |
The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2024 and 2023 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.
September 30, 2024 | September 30, 2023 | |||||||
| Common shares issuable upon conversion of convertible notes | ||||||||
| Options to purchase common shares | ||||||||
| Warrants to purchase common shares | ||||||||
| Total potentially dilutive shares | ||||||||
Recent Accounting Pronouncements
There are 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 September 30, 2024, five certain large customers
individually accounted for $
Customer Concentrations
The Company has a concentration of customers.
For
the three months ended September 30, 2024, four customers individually accounted for $
For
the nine months ended September 30, 2024, two customers individually accounted for $
The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
| 14 |
NOTE 5 – INVENTORIES
Inventories as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024 | December 31, 2023 | |||||||
| Processed and unprocessed scrap metal | $ | $ | ||||||
| Finished products | ||||||||
| Inventories | $ | $ | ||||||
NOTE 6 – PROPERTY AND EQUIPMENT
On
June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s
Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $
Property and equipment as of September 30, 2024 and December 31, 2023 is summarized as follows:
September 30, 2024 | December 31, 2023 | |||||||
| Machinery and Equipment | $ | $ | ||||||
| Furniture and Fixtures | ||||||||
| Land | ||||||||
| Buildings | ||||||||
| Vehicles | ||||||||
| Leaseholder Improvements | ||||||||
| Subtotal | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended September 30, 2024 and 2023 was $
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:
| September 30, 2024 | ||||||||||||||
Gross carrying amount | Accumulated amortization | Carrying value | Estimated remaining useful life | |||||||||||
| Intellectual Property | $ | $ | ( | ) | $ | |||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
| December 31, 2023 | Remaining | |||||||||||||
Gross carrying amount | Accumulated amortization | Carrying value | estimated useful life | |||||||||||
| Intellectual Property | $ | $ | ( | ) | $ | |||||||||
| Customer List | ( | ) | ||||||||||||
| Licenses | ( | ) | ||||||||||||
| Total intangible assets, net | $ | $ | ( | ) | $ | |||||||||
| 15 |
Amortization
expense for intangible assets was $
Total estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows:
| Year ended December 31, | ||||
| 2024 (remaining) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
NOTE 8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE
Factoring Advances
On
February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $
| 16 |
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
On
March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $
The
remaining advances are for Simple Agreements for Future Tokens, 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 September 30, 2024 and December 31, 2023, the Company owed $
Non-Convertible Notes Payable
On
April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the
Company’s Chief Executive Officer in the principal amount of $
On
April 21, 2022, the Company entered into a secured promissory note in the principal amount of $
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 $
| 17 |
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 $
On
September 14, 2022, the Company entered into a secured promissory note in the principal amount of $
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
On
November 28, 2022, the Company entered into a secured promissory note in the principal amount of $
| 18 |
On
December 15, 2022, the Company entered into a secured promissory note in the principal amount of $
On
January 10, 2023, the Company entered into a secured promissory note in the principal amount of $
On
January 12, 2023, the Company entered into a secured promissory note in the principal amount of $
On
February 23, 2023, the Company entered into a secured promissory note in the principal amount of $
On
February 24, 2023, the Company entered into a secured promissory note in the principal amount of $
On
April 12, 2023, the Company entered into a secured promissory note in the principal amount of $
| 19 |
On
July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer
in the principal amount of $
The following table details the current and long-term principal due under non-convertible notes as of September 30, 2024.
| Principal (Current) | Principal (Long Term) | |||||||
| GM Financial (Issued April 11, 2022) | $ | $ | ||||||
| Non-Convertible Note (Issued March 8, 2019) | ||||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Deed of Trust Note (Issued September 1, 2022) | ||||||||
| Equipment Finance Note (Issued April 21, 2022) | ||||||||
| Equipment Finance Note (Issued September 14, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued November 28, 2022) | ||||||||
| Equipment Finance Note (Issued December 15, 2022) | ||||||||
| Equipment Finance Note (Issued January 10, 2023) | ||||||||
| Equipment Finance Note (Issued January 12, 2023) | ||||||||
| Equipment Finance Note (Issued February 24, 2023) | ||||||||
| Equipment Finance Note (Issued February 23, 2023) | ||||||||
| Equipment Finance Note (Issued April 12, 2023) | ||||||||
| SAFTs | ||||||||
| Debt Discount | ( | ) | ( | ) | ||||
| Total Principal of Non-Convertible Notes | $ | $ | ||||||
Total principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows:
| Year ended December 31, | ||||
| 2024 (remaining) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of September 30, 2024 and December 31, 2023, the Company owed accounts payable and accrued expenses of $
| 20 |
September 30, 2024 | December 31, 2023 | |||||||
| Accounts Payable | $ | $ | ||||||
| Credit Cards | ||||||||
| Accrued Interest | ||||||||
| Accrued Expenses | ||||||||
| Total Accounts Payable and Accrued Expenses | $ | $ | ||||||
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 September 30, 2024 and December 31, 2023, the Company owed payroll tax liabilities, including
penalties, of $
NOTE 11 – CONVERTIBLE NOTES PAYABLE
On
July 3, 2023, the Company closed a bridge financing in the principal amount of $
On
July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company
sold, and the investors purchased, approximately $
| 21 |
On
March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the
Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next
four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts
now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including
the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common
Stock on the three (3) most recent Trading Days is less than $
On
March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $
On
May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023.
The amendment, among other things, changed the conversion price of the senior notes to $
On May 9, 2024, the Company and the Investors entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Company and the Investors decided to waive the Conversion Prohibition in the March Consent and Waiver.
During
the three and nine months ended September 30, 2024, there was amortization of debt discount of $
As
of September 30, 2024 and December 31, 2023, the carrying value of the convertible notes was $
As
of September 30, 2024, the current and non-current portions of the note were $
NOTE 12 – LEASES
Property Leases (Operating Leases)
The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. 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.
| 22 |
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $
On
October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing
of the Company’s Virginia Beach metal recycling location.
On
January 24, 2022,
Effective
February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340.
Effective
October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth,
VA 23707.
Effective
January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324.
On
July 31, 2023, the Company terminated the leases for 12 scrap yards. There was a gain on termination of lease of $
| 23 |
On
March 15, 2024,
Automobile Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $
On
April 1, 2021, Empire entered into a lease agreement for the leasing of certain equipment.
On
December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile.
On
July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment.
| 24 |
ROU assets and liabilities consist of the following at September 30, 2024:
September 30, 2024 | December 31, 2023 | |||||||
| ROU assets – related party | $ | $ | ||||||
| ROU assets | ||||||||
| Total ROU assets | $ | |||||||
| Current portion of lease liabilities – related party | $ | $ | ||||||
| Current portion of lease liabilities | ||||||||
| Long term lease liabilities, net of current portion | ||||||||
| Total lease liabilities | $ | $ | ||||||
Aggregate minimum future commitments under non-cancellable operating leases and other obligations at September 30, 2024 were as follows:
| Year ended December 31, | ||||
| 2024 (remaining) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total Minimum Lease Payments | $ | |||
| Less: Imputed Interest | $ | ( | ) | |
| Present Value of Lease Payments | $ | |||
| Less: Current Portion | $ | ( | ) | |
| Long Term Portion | $ | |||
The
Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense
related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended September
30, 2024 and 2023 was $
NOTE 13 – COMMITMENTS AND CONTINGENCES
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.
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 challenge it.
Notice of Failure to Satisfy a Continued Listing Rule or Standard
On September 13, 2024, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 12, 2025, to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before March 12, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.
The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by March 12, 2025.
If the Company does not regain compliance with Rule 5550(a)(2) by March 12, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
| 25 |
NOTE 14 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue shares of blank check preferred stock, par value $ per share.
Series D
On March 29, 2024, the Company authorized the issuance of shares of Series D Preferred Stock, par value $ per share (the “Series D”). The Series D has a $ stated value per share. The Series D is convertible into the Company’s common stock at $ per share, subject to adjustment as set forth therein, except the Preferred Stock is not convertible until such time as the currently outstanding senior secured indebtedness of the Company has been satisfied in full. In addition, the Company has the right to redeem the Series D in cash or shares of its Common Stock.
On
March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM
agreed to exchange $
On
May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange shares of
the Company’s Series D issued by the Company to DWM, for shares of the Company’s common stock. As a result of the
transaction, the Series D stock were extinguished. The resulting gain on the transaction of $
On May 28, 2024, the Company filed a Certificate of Elimination to retire the class of Series D preferred stock.
As of September 30, 2024, there were shares of Series D issued and outstanding. As of September 30, 2024, there were shares of Series D to be issued.
Common Stock
The Company is authorized to issue shares of common stock, par value $ per share.
During
the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to purchase agreements for cash
proceeds of $
During
the nine months ended September 30, 2024, the Company issued shares pursuant to the exercise of warrants for cash proceeds of
$
During the nine months ended September 30, 2024, the Company issued shares pursuant to the cashless exercise of warrants.
During
the nine months ended September 30, 2024, the Company issued shares of common stock for the conversion of debt in the principal
amount of $
As of September 30, 2024 and December 31, 2023, there were and , respectively, shares of common stock issued and outstanding.
| 26 |
Additional Paid in Capital
During
the nine months ended September 30, 2024, the Company credited additional paid in capital $
During
the nine months ended September 30, 2024, the Company credited additional paid in capital $
During
the nine months ended September 30, 2024, the Company credited additional paid in capital $
During
the nine months ended September 30, 2024, the Company credited additional paid in capital $
During
the nine months ended September 30, 2024, the Company credited additional paid in capital $
On
May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient
authorized shares in the event that all potentially dilutive instruments were exercised. The Company accounted for the warrants affected
under a sequencing approach as a derivative liability under ASC 815 due to the lack of net share settlement. The Company debited additional
paid in capital $
NOTE 15 – WARRANTS
During
the nine months ended September 30, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its
existing warrants, pursuant to which it issued
During
the nine months ended September 30, 2024, the Company issued
During
the nine months ended September 30, 2024, and prior to the Reverse Stock Split, the Company issued warrants to purchase common
stock in connection with the security purchase agreements described above. The warrants have a term of
| 27 |
As a result of the Reverse Stock Split on May 31, 2024, the Company issued additional warrants to purchase shares of common stock pursuant to the split price protection clauses contained within the warrants.
During the nine months ended September 30, 2024, warrants were exercised on a cashless basis for shares of common stock.
A summary of the warrant activity for the nine months ended September 30, 2024 is as follows:
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2023 | $ | | $ | |||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Cancelled/Exchanged | ||||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2024 | $ | $ | ||||||||||||||
| Exercise Price | Warrants Outstanding | Weighted Avg. Remaining Life | Warrants Exercisable | |||||||||||
| $ | ||||||||||||||
The aggregate intrinsic value of outstanding stock warrants was $ based on warrants with an exercise price less than the Company’s stock price of $ as of September 30, 2024 which would have been received by the warrant holders had those holders exercised the warrants as of that date.
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. As of June 30, 2024, the Company had granted an aggregate of securities under the Plans since inception, with shares available for future issuances. In July 2024, shareholders amended our 2024 Plan to increase the number of shares reserved for issuance thereunder by to a total of shares.
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.
| 28 |
There were no options issued during the three and nine months ended September 30, 2024.
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2023 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeiture/Cancelled | ( | ) | $ | |||||||||||||
| Outstanding at September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2024 | $ | $ | ||||||||||||||
| Exercise Price | Number of Options | Remaining Life In Years | Number of Options Exercisable | |||||||||||
| $ | – | |||||||||||||
| – | ||||||||||||||
| – | ||||||||||||||
| – | ||||||||||||||
| – | ||||||||||||||
The aggregate intrinsic value of outstanding stock options was $, based on options with an exercise price less than the Company’s stock price of $ as of September 30, 2024, 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 nine months ended September 30, 2024 and 2023 was $ and $, respectively. Unrecognized compensation expense was $ as of September 30, 2024.
NOTE 17 – RELATED PARTY TRANSACTIONS
Agreements with Danny Meeks and Affiliates of Danny Meeks
On
January 1, 2023, the
From
January 1 to September 30, 2024, the Company paid rent of $
| 29 |
On
July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”),
an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase
certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate
principal amount equal to $
On
May 10, 2024, the Company entered into an exchange agreement with DWM, whereby the Company and DWM agreed to exchange shares of
the Company’s Series D issued by the Company to DWM, for shares of the Company’s common stock. As a result of the
transaction, the Series D stock was extinguished. The resulting gain on the transaction of $
On
June 5, 2024, the Company entered into a Bill of Sale with DWM Properties LLC, an entity wholly-owned by Danny Meeks, the Company’s
Chief Executive Officer, pursuant to which the Company agreed to purchase certain vehicles held by DWM in exchange for $
During
the nine months ended September 30, 2024, the Company provided $
During
the nine months ended September 30, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During
the nine months ended September 30, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $
During
the nine months ended September 30, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
During
the nine months ended September 30, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $
| 30 |
NOTE 18 – DERIVATIVE LIABILITIES
On May 16, 2024 as a result of the issuance of additional warrants under the security purchase agreements, the Company no longer had sufficient authorized shares in the event that all potentially dilutive instruments were exercised. As a result, the Company evaluated the warrants issued under ASC 480 and determined that certain warrants no longer qualified as equity instruments and qualify for derivative liability treatment. The Company elected to use a first-in, first-out sequencing method to determine which dilutive instruments met the definition of a derivative liability.
The
Company estimated the fair value of the initial derivative liability using the Black-Scholes Pricing Model based on the following assumptions:
(1) dividend yield of
The
Company estimated the fair value of the derivative liability upon the settlement date using the Black-Scholes Pricing Model based on
the following assumptions: (1) dividend yield of
A summary of the derivative liability activity for the nine months ended September 30, 2024 as follows:
| Balance, December 31, 2023 | $ | |||
| Establishment of derivative liability upon authorized share shortfall | ||||
| Gain on change in fair value of derivative liability | ( | ) | ||
| Settlement of derivative liability upon correction of authorized share shortfall | ( | ) | ||
| Balance, September 30, 2024 | $ |
NOTE 19 – SUBSEQUENT EVENTS
The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued.
None.
| 31 |
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 in 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 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 fourth 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.
| 32 |
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 167 people as of November 8, 2024.
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. In the second quarter of 2023, we expanded our operations by opening a metal recycling facility in Cleveland, Ohio.
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.
| 33 |
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.
For the Three Months Ended September 30, 2024 and 2023
| For the three months ended September 30, | ||||||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Revenue | $ | 8,505,187 | $ | 8,181,948 | $ | 323,239 | 3.95 | % | ||||||||
| Gross Profit | 3,545,279 | 2,930,947 | 614,332 | 20.96 | % | |||||||||||
| Operating Expenses | 7,981,875 | 16,416,504 | (8,434,629 | ) | (51.38 | )% | ||||||||||
| Loss from Operations | (4,436,596 | ) | (13,485,557 | ) | 9,048,961 | (67.10 | )% | |||||||||
| Other Income (Expense) | (361,070 | ) | (3,006,463 | ) | 2,645,593 | (87.99 | )% | |||||||||
| Net Loss Available to Common Stockholders | $ | (4,797,666 | ) | $ | (23,153,172 | ) | $ | 18,355,506 | (79.28 | )% | ||||||
Revenues
For the three months ended September 30, 2024, we generated $8,505,187 in revenues, as compared to $8,181,948 during the same period in 2023, an increase of $323,239. This increase was primarily due to growth in hauling revenue.
Rental incomes increased $2,440 from $35,660 to $38,100, metal revenues fell $317,862 from $5,495,255 to $5,177,393, and hauling revenues grew $638,661 from $2,651,033 to $3,289,694, during the three months ended September 30, 2024 as compared to the same period in 2023.
Our cost of revenues decreased to $4,959,908 for the three months ended September 30, 2024 from $5,251,001 during the same period in 2023, a decrease of $291,093, primarily due to a decline in the cost of metal revenues.
Our gross profit was $3,545,279 during the three months ended September 30, 2024, an increase of $614,322 from $2,930,947 during the same period in 2023 primarily due to growth in hauling revenue and lower costs of metal revenues.
Operating Expenses
For the three months ended September 30, 2024 and 2023, our operating expenses were $7,981,875 and $16,416,504 respectively, a decrease of $8,434,629. There was an increase in payroll and related expenses of $800,854 as payroll and related expenses were $2,273,985 for the three months ended September 30, 2024 as compared to $1,473,131 for the same period in 2023 which was the result of expanding operations. Advertising expense decreased by $393,984 to $1,016 for the three months ended September 30, 2024 as compared to $395,000 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $363,952 to $1,926,173 for the three months ended September 30, 2024 from $1,562,221 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $1,785,388 during the three months ended September 30, 2024, as compared to $604,032 in 2023, an increase of $1,181,356, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses decreased to $246,034 during the three months ended September 30, 2024 from $939,345 during the same period in 2023, a decrease of $693,311 as a result of the Company not having significant corporate activity in the third quarter of 2024. There was an increase in rent expenses as a result of the Company entering into new leases in 2024, increasing $27,628 from $643,550 during the three months ended September 30, 2023 to $671,178 during the same period in 2024. There was a Stock based compensation for services expense of $0 during the three months ended September 30, 2024, as compared to $171,240 during the same period in 2023, a decrease of $171,240 primarily related to the Company’s registered direct offerings. There was stock based compensation of $20,709 during the three months ended September 30, 2024, as compared to $0 during the same period in 2023, an increase of $20,709 primarily related to the Company’s corporate branding. There was loss on asset of $9,850,850 during the three months ended September 30, 2023 as compared to $0 during the same period in 2024 reflecting the difference between the fair market value and cost basis of equipment, a decrease of $9,850,850.
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Our other general and administrative expenses increased to $1,057,392 for the three months ended September 30, 2024 from $777,135 for the same period in 2023, an increase of $280,257, as a result of the Company expanding operations.
The change in these expenditures resulted in our total operating expenses declining to $7,981,875 during the three months ended September 30, 2024 compared to $16,416,504 during the three months ended September 30, 2023, a decrease of $8,434,629.
Loss from Operations
Our loss from operations decreased by $9,048,961 to $4,436,596 during the three months ended September 30, 2024, from $13,485,557 during the three months ended September 30, 2023 for the reasons discussed above.
Other Income (Expense)
During the three months ended September 30, 2024, we generated other losses of $(361,070) as compared to $(3,006,463) for the same period in 2023, an increase of $2,645,393. There was a gain on settlement of non-convertible notes and advances of $0 and $557,535 for the three months ended September 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount increased to $(361,070) during the three months ended September 30, 2024 from $(3,672,861) during the three months ended September 30, 2023. There was a gain on termination of leases of $108,863 during the three months ended September 30, 2023, as compared to none during the same period in 2024.
Deemed Dividend
During the three months ended September 30, 2024, there was a deemed dividend of $0 for the reduction of exercise price of warrants, as compared to $1,638,952 during the same period in 2023, a change of $1,638,952.
During the three months ended September 30, 2024, there was a deemed dividend of $0 for the reduction of the conversion price of convertible notes, as compared to $5,022,200 during the same period in 2023, a change of $5,022,200.
Net Loss Available to Common Stockholders
Our net loss was $4,797,666 during the three months ended September 30, 2024 as compared to $23,153,172 during the same period in 2023, a change of $18,355,506, for the reasons discussed above.
For the Nine Months Ended September 30, 2024 and 2023
| For the nine months ended September 30, | ||||||||||||||||
| 2024 | 2023 | $ Change | % Change | |||||||||||||
| Revenue | $ | 24,891,859 | $ | 26,641,644 | $ | (1,749,785 | ) | (6.57 | )% | |||||||
| Gross Profit | 9,093,395 | 10,956,412 | (1,863,017 | ) | (17.00 | )% | ||||||||||
| Operating Expenses | 25,302,888 | 28,467,422 | (3,164,534 | ) | (11.12 | )% | ||||||||||
| Loss from Operations | (16,209,493 | ) | (17,511,010 | ) | 1,301,517 | (7.43 | )% | |||||||||
| Other Income (Expense) | 10,672,636 | (5,271,747 | ) | 15,944,383 | (302.45 | )% | ||||||||||
| Net Loss Available to Common Stockholders | $ | (82,065,693 | ) | $ | (29,443,909 | ) | $ | (52,621,784 | ) | 178.72 | % | |||||
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Revenues
For the nine months ended September 30, 2024, we generated $24,891,859 in revenues, as compared to $26,641,644 during the same period in 2023, a decrease of $1,749,785. This decrease was primarily due to a decline in metal revenue as the Company accumulated inventories in 2024.
Rental incomes decreased $6,940 from $120,040 to $113,100, metal revenues fell $2,945,221 from $19,730,898 to $16,785,677, hauling revenues increased $1,229,786 from $6,763,184 to $7,992,970, and miscellaneous revenue fell $27,410 from $27,522 to $112, during the nine months ended September 30, 2024 as compared to the same period in 2023.
Our cost of revenues increased to $15,798,464 for the nine months ended September 30, 2024 from $15,685,232 during the same period in 2023, an increase of $113,232, primarily due to an increase in hauling costs.
Our gross profit was $9,093,395 during the nine months ended September 30, 2024, a decrease of $1,863,017 from $10,956,412 during the same period in 2023 primarily due to a decline in margins on the Company’s hauling revenue and an overall decrease in metal revenues.
Operating Expenses
For the nine months ended September 30, 2024 and 2023, our operating expenses were $25,302,888 and $28,467,422 respectively, a decrease of $3,164,534. There was an increase in payroll and related expenses of $796,167 as payroll and related expenses were $5,717,836 for the nine months ended September 30, 2024 as compared to $4,921,669 for the same period in 2023 which was the result of the Company expanding its workforce. Advertising expense decreased by $407,461 to $3,390 for the nine months ended September 30, 2024 as compared to $410,851 for the same period in 2023 as the Company focused on operations. Depreciation of fixed assets, along with amortization of intangible assets, increased by $1,035,418 to $5,217,220 for the nine months ended September 30, 2024 from $4,181,802 in 2023 as a result of the Company acquiring more fixed assets during fiscal year 2024. There were hauling and equipment maintenance costs of $4,161,223 during the nine months ended September 30, 2024, as compared to $2,424,165 in 2023, an increase of $1,737,058, due to the Company expanding its fleet of trucks. Consulting, accounting, and legal expenses increased to $2,480,179 during the nine months ended September 30, 2024 from $1,414,592 during the same period in 2023, an increase of $1,065,587 as a result of the Company having significant corporate activity in the first half of 2024. There was a decrease in rent expenses as a result of the Company acquiring the equipment on certain properties, decreasing $741,467 from $2,700,777 during the nine months ended September 30, 2023 to $1,959,310 during the same period in 2024. There was stock based compensation of $62,375 during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023, an increase of $62,375 primarily related to the Company’s corporate branding. There was a common stock issued for services expense of $3,004,909 during the nine months ended September 30, 2024, as compared to $171,240 during the same period in 2023, an increase of $2,833,669 primarily related to the Company’s registered direct offerings. There was loss on asset of $9,850,850 during the nine months ended September 30, 2023 as compared to $0 during the same period in 2024 reflecting the difference between the fair market value and cost basis of equipment, a decrease of $9,850,850.
Our other general and administrative expenses increased to $2,696,446 for the nine months ended September 30, 2024 from $2,391,476 for the same period in 2023, an increase of $304,970, as a result of the Company expanding its operations
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The change in these expenditures resulted in our total operating expenses decreasing to $25,302,888 during the nine months ended September 30, 2024 compared to $28,467,422 during the nine months ended September 30, 2023, a decline of $3,164,534.
Loss from Operations
Our loss from operations decreased by $1,301,517 to $16,209,493 during the nine months ended September 30, 2024, from $17,511,010 during the nine months ended September 30, 2023 for the reasons discussed above.
Other Expense
During the nine months ended September 30, 2024, we generated other income of $10,672,636, as compared to other losses of $(5,271,747) for the same period in 2023, a change of $15,944,383. There was a gain on settlement of non-convertible notes and advances of $1,056,962 and $632,540 for the nine months ended September 30, 2024 and 2023, respectively. Interest expenses and amortization of debt discount decreased to $(5,053,210) during the nine months ended September 30, 2024 from $(6,730,214) during the nine months ended September 30, 2023. Shares issued for financing of $(52,182), Equity issued for warrant inducement of $(3,029,927) during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. Loss on conversion of convertible notes increased to $(14,213,480) during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. Other income increased to $1,351 during the nine months ended September 30, 2024 from $0 during the nine months ended September 30, 2023. There was a gain on tax credit of $0 during the nine months ended September 30, 2024, as compared to $717,064 during the same period in 2023. There was a loss on extinguishment of debt of $(16,351,827) during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023. There was change of derivative liabilities of $48,314,949 during the nine months ended September 30, 2024, as compared to $0 during the same period in 2023. There was a gain on termination of leases of $108,863 during the nine months ended September 30, 2023, as compared to none during the same period in 2024.
Deemed Dividend
During the nine months ended September 30, 2024, there was a deemed dividend of $52,574,896 for the reduction of exercise price of warrants, as compared to $1,638,952 during the same period in 2023, a change of $50,935,944 .
During the nine months ended September 30, 2024, there was a deemed dividend of $23,953,940 for the reduction of the conversion price of convertible notes, as compared to $5,022,200 during the same period in 2023, a change of $18,931,740.
Net Loss Available to Common Stockholders
Our net loss was $82,065,693 during the nine months ended September 30, 2024 as compared to $29,443,909 during the same period in 2023, a change of $52,621,784, for the reasons discussed above.
Liquidity and Capital Resources
Net cash used in operating activities for the nine months ended September 30, 2024 was $14,756,026 as compared to $2,587,000 for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, the cash flows used in operating activities were driven by a net loss of $5,536,857, amortization of right of use assets, net -related party of $76,874, amortization of right of use assets of $162,057, depreciation and amortization of $5,217,220, Decrease in due to related parties of $2,070,402, decrease of prepaid expenses of $293,136, decrease of accounts payable and accrued expenses of $929,322, payment of operating lease liabilities – related party of $83,430, payment of operating lease liabilities of $110,732 Stock based compensation for services of $3,004,909, change in derivative liabilities of $48,314,949, loss on the extinguishment of debt of $16,351,827, equity issued for warrant inducement of $3,029,927, stock based compensation of $62,375, loss on the conversion of debt of $14,213,480, a gain on the settlement of non-convertible notes and advances of $1,056,962, interest and amortization of debt discount of $5,053,210, an increase in accounts receivable of $1,384,461, increase in inventories of $1,944,850, and a decrease in accrued payroll and related expenses of $202,804. For the nine months ended September 30, 2023, the cash flows used in operating activities were driven by a net loss of $22,782,757, amortization of right of use assets, net -related party of $1,404,791, amortization of right of use assets of $184,757, loss on asset of $9,850,850, depreciation and amortization of $4,181,802, accrual of due to related parties of $1,018,349, increase of prepaid expenses of $388,972, a decrease of accounts payable and accrued expenses of $607,901, a decrease in operating lease liabilities of $1,572,248, a gain on the settlement of non-convertible notes and advances of $632,540, interest and amortization of debt discount of $6,730,214, an increase in accounts receivable of $277,871, increase in inventories of $42,945, increase in security deposit of $25,000, a gain on termination of operating lease liability of $108,863, Stock based compensation for services of $171,240 and accrued payroll and related expenses of $224,204.
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Net cash used in investing activities was $10,302,216 and $1,577,768 for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, there was cash used in the purchase of equipment of $6,720,035 and the purchase of equipment – related party of $3,582,181. For the nine months ended September 30, 2023, there was cash used in the purchase of equipment – related party of $1,660,537 and cash received for advance of asset of $82,769.
Net cash provided by financing activities was $38,711,738 during the nine months ended September 30, 2024, as compared to cash used in financing activities of $4,792,304 during the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company received $2,843,950 from the issuance of factoring advances, $40,369,116 from the sale of common stock with warrants, $2,834,632 from warrant exercises, and $247,842 from bank overdrafts, while utilizing $2,548,331 in the repayment of non-convertible notes, $3,538,388 for the repayment of factoring advances, and $1,497,083 for the repayment of convertible notes. During the nine months ended September 30, 2023, the Company received $3,746,109 from the issuance of factoring advances, $1,000,000 from the issuance of non-convertible notes, $13,118,750 from the sale of convertible notes, $825,000 from bridge financing, $205,719 from bank overdrafts, $2,841,181 from the sale of common stock, and $8,240 from the cash exercise of warrants, while utilizing $4,381,809 in the repayment of non-convertible notes and utilizing $12,570,886 for the repayment of factoring advances.
Capital Resources
As of September 30, 2024, we had cash on hand of $15,199,655. We currently have no external sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Required Capital over the Next Fiscal Year
As of September 30, 2024, the Company had cash of $15,199,655 and working capital (current assets in excess of current liabilities) of $6,766,724. The accumulated deficit as of September 30, 2024 was $(477,931,850). These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements.
If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Contractual Obligations
Our contractual obligations are included in our notes to the unaudited 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.
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Recent Developments
The Company has entered into several material agreements during the most recent fiscal quarter. References in this section to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.
Special Meeting of Stockholders on July 19, 2024
On July 19, 2024, the Company held a special meeting of stockholders at which stockholders approved (i) the adoption of an amendment to the Company’s Amended and Restated By-laws to decrease the number of shares of Common Stock needed to establish a quorum for meetings of stockholders; (ii) amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 3,000,000, subject to certain conditions; and (iii) the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of Common Stock, and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d).
Notice of Failure to Satisfy a Continued Listing Rule or Standard
On September 13, 2024, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 12, 2025, to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before March 12, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.
The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by March 12, 2025.
If the Company does not regain compliance with Rule 5550(a)(2) by March 12, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.
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.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15-d-15(b) under the Exchange Act, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. The term “disclosure controls and procedures,” as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that 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 the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon such evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of September 30, 2024 were not effective (at a reasonable assurance level) due to identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the U.S. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Our principal executive officer and principal financial officer do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (issued in 2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Based upon the assessments, management has concluded that as of September 30, 2024, there was a material weakness in our internal control over financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. To remediate our material weaknesses, we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters; however, such remediation efforts are largely dependent upon our securing additional financing or generating significant revenue to cover the costs of implementing the changes required.
Until we remediate our material weakness in internal control over financial reporting such weaknesses could result in material misstatements in our financial statements not being prevented or detected.
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Inherent Limitations on Effectiveness of Controls and Procedures
The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s CEO and CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report.
Changes in Internal Control over Financial Reporting
During the most recent fiscal quarter, the Company began hiring additional accounting personnel to enhance its segregation of duties and establishment of procedures in an effort to ensure appropriate levels of review of accounting and financial reporting matters.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in Note 13 – 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 since September 30, 2024 with respect to our legal proceedings, except as described in Note 13 – Commitments and Contingencies. The disclosures set forth in Note 13 – 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, 2023 as filed with the SEC on April 16, 2024.
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.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(b) Exhibit Index
| Incorporated by Reference | ||||||||||
| No. | Description | Form | Filing Number | Exhibit | Filing Date | |||||
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 101.INS* | Inline 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 Document. | |||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||
| * | Filed or furnished herewith. |
| + | Attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission. |
| ** | Agreement with management or compensatory plan or arrangement |
| 42 |
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: November 15, 2024 | By: | /s/ Danny Meeks |
Danny Meeks, Chief Executive Officer (Principal Executive Officer) | ||
| Date: November 15, 2024 | By: | /s/ Isaac Dietrich |
Isaac Dietrich, Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| 43 |