What changed in Greenwave Technology Solutions, Inc.'s 10-K — 2023 vs 2024

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.

Currently, our operations and main suppliers are located in the Hampton Roads and northeastern North Carolina markets, in addition to a facility in Cleveland, OH.

As of March 27, 2025, Scrap App has facilitated the purchase of more than 1,200 vehicles from individuals, primarily by Empire, its parent company. We believe Empire has generated positive cashflows from purchasing these vehicles. Scrap App is currently available in 15 markets across Virginia, North Carolina, Ohio, Texas, Colorado, and Arizona, and South Carolina.

Scrap App has launched an AI agent in beta to quote cars, schedule pickups, and answer questions as it moves to automate its operations. After an exhaustive diligence process, Greenwave selected GreenSpark as its point of sale and enterprise resource planning platform in February 2025.

The Company has invested significant time and resources into establishing a solid foundation and operating procedures utilizing Greenspark and expects to roll it out across its 13 metal recycling facilities in Q2 2025. Greenwave’s adoption of GreenSpark positions the Company alongside 500+ top-tier scrap yard locations already thriving on the platform.

Greenwave believes the U.S. scrap metal industry is undergoing a fundamental transformation – the past few weeks have revealed that steel producers/automakers have extreme exposure to tariffs and supply chain disruptions. Leading steel makers are moving decisively to lockdown their supply chains to mitigate these fundamental risks – accelerating the already rapid consolidation of the U.S. scrap metal market.

Toyota announced it was acquiring Radius Recycling (f/k/a Schnitzer Steel) for $1.32 billion all-cash – a $757 million premium – on March 13, 2025, despite massive loss and cash burned in operations.

Until last week, Schnitzer was one of the largest independent U.S. scrap metal companies — it appears Toyota did not base their valuation on Schnitzer’s current operations, but instead on the value their supply of scrap metal would provide to Toyota’s manufacturing.

The Company believes there are now fewer than 50 scrap yard chains with significant supply volume left in the U.S. –we believe Greenwave is likely in the top 25 in the country, with an extensive footprint in a highly coveted market – Hampton Roads, VA.

Since early February, domestic scrap steel prices are up 32% and demand is already far exceeding supply. These are the market conditions in which Greenwave performs the best — and we’re moving quickly to expand our operations.

When the dust settles, we expect the leading steel producers will likely own supply channels producing a significant portion of the raw material required to operate – and there’s limited U.S. scrap metal chains remaining. 4 Recent Developments Registered Direct Offering and Concurrent Private Placement On January 10, 2025, Greenwave and certain institutional and accredited investors (the “January Purchasers”) entered into a securities purchase agreement (the “January Purchase Agreement”), pursuant to which the Company agreed to sell to such January Purchasers an aggregate of 7,544,323 shares of the Company’s common stock, in a registered direct offering (the “January Registered Direct Offering”), and accompanying warrants to purchase up to 7,544,323 shares of common stock (the “January Warrants”) in a concurrent private placement (the “January Private Placement” and together with the Registered Direct Offering, the “January Offering”), for gross proceeds of approximately $4 million, before deducting the placement agent’s fees and other estimated offering expenses.

The purchase price per share and the accompanying January Warrant to purchase one share of common stock was $0.5302. The January Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the January Warrants and have an exercise price of $0.5302 per share. The January Warrants will expire five years from the date of stockholder approval.

At any time after the date that is 120 days following the closing of the January Offering, the January Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares underlying the January Warrants.

Following the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale of the shares underlying the January Warrants, the January Warrants may be redeemed by the Company if the price of the Company’s common stock on Nasdaq is more than 200% of the exercise price of the January Warrants for 20 consecutive trading days and the Company gives proper notice to the holders of such redemption.

The January Purchase Agreement also prohibits each January Purchaser from conducting any short sales while such January Purchaser owns any unexpired January Warrants.

Exchange Offer Concurrently with the January Offering, on January 10, 2025, the Company entered into exchange agreements (collectively, the “Exchange Agreements”) with holders (the “June Holders”) of certain warrants issued on or about June 12, 2024 to purchase the Company’s Common Stock (the “June Warrants”) whereby the Company and the June Holders agreed to exchange the June Warrants for shares of common stock equivalent to 96% of the shares of common stock issuable upon exercise of the June Warrants (the “Exchange”).

Pursuant to the Exchange, the Company issued 5,327,401 shares of common stock (the “Exchange Shares”) in exchange for the surrender and termination of certain June Warrants to purchase up to 5,549,374 shares of common stock.

Warrants Amendment Concurrently with the January Offering, on January 10, 2025, the Company and the holders (the “Existing Holders”) of certain warrants issued on or about (a) March 18, 2024 (the “March Warrants”), (b) April 22, 2024 (the “April Warrants”), and (c) May 16, 2024 (the “May Warrants” and together with the March Warrants and the April Warrants, the “Existing Warrants”), agreed to amend the Existing Warrants (collectively, the “Warrant Amendment”).

The Warrant Amendment amended the Existing Warrants to (i) reduce the exercise price of the Existing Warrants from $2.91 to $1.50 per share, (ii) increase the number of shares issuable upon exercise of the Existing Warrants by 250% (the “Quantity Adjustment”), and (iii) to remove certain adjustment provisions in the Existing Warrants in the event of certain dilutive issuances or share combinations.

Following the Warrant Amendment, the Existing Warrants are exercisable for 11,346,743 shares of common stock. The shares of common stock issuable upon exercise of the Existing Warrants pursuant to the Quantity Adjustment and the alternative cashless exercise provision pursuant to Section 2(c) of the Existing Warrants are subject to stockholder approval.

Appointment of Lisa Lucas-Burke to Board of Directors On January 28, 2025, the Company increased the number of directors comprising its Board of Directors (“Board”) from four to five members and appointed Lisa Lucas-Burke as a member of the Board and as a member of the Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee, effective immediately. 5 Registered Direct Offering and Concurrent Private Placement On February 10, 2025, the Company and certain institutional and accredited investors (the “February Purchasers”) entered into a securities purchase agreement (the “February Purchase Agreement”), pursuant to which the Company agreed to sell to such February Purchasers an aggregate of 21,100,000 shares of common stock, in a registered direct offering (the “February Registered Direct Offering”), and accompanying warrants to purchase up to 21,100,000 shares of common stock (the “February Warrants”) in a concurrent private placement (the “February Private Placement” and together with the Registered Direct Offering, the “February Offering”), for gross proceeds of approximately $7 million, before deducting the placement agent’s fees and other estimated offering expenses.

The purchase price per share and the accompanying February Warrant to purchase one share of common stock was $0.3337. The February Warrants will be exercisable upon the receipt of stockholder approval for the issuance of the February Warrants and have an exercise price of $0.3337 per share. The February Warrants will expire five years from the date of stockholder approval.

At any time after the date that is 120 days following the initial exercise date of the February Warrants, the February Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the shares underlying the February Warrants.

Following the later of receipt of approval of the Company’s stockholders and effectiveness of a registration statement registering the resale of the shares underlying the February Warrants, the February Warrants may be redeemed by the Company if the price of the Company’s common stock on Nasdaq is more than 200% of the exercise price of the February Warrants for 20 consecutive trading days and the Company gives proper notice to the holders of such redemption.

The February Purchase Agreement also prohibits each February Purchaser from: (a) conducting any short sales while such February Purchaser owns any unexpired February Warrants and (b) selling any portion of the shares prior to the earlier of (i) 8:00 p.m. on February 14, 2025, and (ii) the date on which the common stock is quoted at or above $0.50 per share.

Henry Sicignano III Resignation as Director Effective February 14, 2025, Henry Sicignano III, a Director of the Company, notified the Company that he will resign from the Board. Mr. Sicignano’s resignation was not the result of a dispute or disagreement with the Company. Mr.

Sicignano served as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

Nasdaq Bid Price Deficiency As previously reported by the Company, on September 13, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”) notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days.

The Notice indicated that the Company has 180 calendar days, or until March 12, 2025, to regain compliance with the Minimum Bid Price Requirement.

On March 13, 2025, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until September 8, 2025, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(a)(3)(A).

If, at any time during this additional compliance period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this matter will be closed.

If compliance cannot be demonstrated by September 8, 2025, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel.

The Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by September 8, 2025.

There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing requirements of the Nasdaq Capital Market. 6 Intellectual Property None. Employees and Human Capital Resources Greenwave employs 180 people as of April 7, 2025.