UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to _________
Commission
File Number: 001-41452
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
(State or jurisdiction of I.R.S Employer
Incorporation or organization) Identification No.
(Address of principal executive offices) (Zip code)
(800)490-5020
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 GWAV The Nasdaq Stock Market, LLC
Indicate
by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐ No ☒
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging Growth Company ☐
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
The
aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $11,335,593 as of June 30,
2025, the last business day of the Registrant’s most recently completed second fiscal quarter.
The
number of shares of Registrant’s common stock outstanding was 829,631 as of June 12, 2026.
GREENWAVE
TECHNOLOGY SOLUTIONS, INC.
FORM
10-K ANNUAL REPORT
FOR
THE FISCAL YEAR ENDED
DECEMBER
31, 2025
TABLE
OF CONTENTS
Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 18
Item 1C. Cybersecurity 18
Item 2. Properties 19
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20
Item 6. Reserved 21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28
Item 8. Financial Statements and Supplementary Data 28
Item 9A. Controls and Procedures 28
Item 9B. Other Information 29
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 29
PART III 30
Item 10. Directors, Executive Officers and Corporate Governance 30
Item 11. Executive Compensation 34
Item 14. Principal Accountant Fees and Services 43
Item 15. Exhibits and Financial Statement Schedules 44
I
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements
in this Annual Report on Form 10-K (“Annual Report”) may be “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
Forward-looking
statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or
any other statements relating to our future activities or other future events or conditions. These statements are often, but not always,
made through the use of words or phrases such as “believe,” “will,” “may,” “could,” “continue,”
“should,” “contemplate,” “expect,” “anticipate,” “estimate,” “intend,”
“target,” “forecast,” “outlook,” “guidance,” “project,” “potential,”
“plan” and “would,” and similar expressions that convey uncertainty of future events or outcomes are intended
to identify forward-looking statements. These statements are based on current expectations, estimates and projections about our business
based in part on assumptions made by management. 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” and elsewhere in this Annual Report on Form 10-K.
You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report
on Form 10-K. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly
update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events, except as required by law.
You
should read this Annual Report with the understanding that our actual future results, levels of activity, performance, and events and
circumstances may be materially different from what we expect.
PART
I
On
October 19, 2021, we changed our corporate name from MassRoots, Inc. to Greenwave Technology Solutions, Inc. We will not distinguish
between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K.
As such, unless expressly indicated or the content indicates otherwise, as used in this Annual Report on Form 10-K, the terms “Registrant,”
“Company,” “Greenwave,” “we,” “us,” and “our” refers to Greenwave Technology
Solutions, Inc., a Delaware corporation, and its subsidiaries taken as a whole, unless otherwise noted.
This
Annual Report contains additional trade names, trademarks, and service marks of other companies, which are the property of their respective
owners. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship
with, or endorsement or sponsorship of us by, these other companies.
ITEM
1. BUSINESS
Overview
We
were formed on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate
name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets
on October 28, 2021 for cash consideration equal to $10,000 and have discontinued all operations related to our social media business.
On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities
in Virginia, North Carolina, and Ohio. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger
in Virginia.
Upon
the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,
construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,
separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density
and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing
and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.
We
operate an automotive shredder at our Kelford, North Carolina location and a second automotive shredder at our Carrollton, Virginia location.
Our shredders are designed to produce a denser product and, in concert with advanced separation equipment, more refined recycled ferrous
metals, which are more valuable as they require less processing to produce recycled steel products. In totality, this process reduces
large metal objects like auto bodies into baseball-sized pieces of shredded recycled metal.
The
shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal
and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number
of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed
to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless
steel), and shredded insulated wire (mainly copper and aluminum).
One
of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our
products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed
scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability
of our existing operations.
Empire
is headquartered in Chesapeake, Virginia and employs 172 people as of June 12, 2026.
Background
We
were incorporated in the state of Delaware on April 26, 2013 as a technology platform. Our principal executive office is located at 4016
Raintree Rd, Ste 300, Chesapeake, VA 23321, and our telephone number is (800) 490-5020.
Products
and Services
Our
main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy
melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size
and consistency of the metal. All of these attributes affect the metal’s value.
We
also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.
Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious
metals such as platinum, palladium and rhodium.
We
provide metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers,
and government organizations.
Pricing
and Customers
Prices
for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,
government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyers adjust the prices
they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis. We are usually paid for the scrap metal
we deliver to customers within 14 days of delivery.
Based
on any price changes from our customers or our other buyers, we in turn adjust the price for unprocessed scrap we pay suppliers in order
to manage the impact on our operating income and cash flows.
The
spread we are able to realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including
transportation and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which
allow us to manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the
impact to our operating income.
Sources
of Unprocessed Metal
Our
main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap
metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large
corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we
pick it up and transport it from the supplier’s location. Currently, our operations and main suppliers are located in the Hampton
Roads and northeastern North Carolina markets. As of the second quarter of 2023, the Company expanded our operations by opening a metal
recycling facility in Cleveland, Ohio.
Our
supply of scrap metal is influenced by the overall health of economic activity in the United States, changes in prices for recycled metal,
and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
Competition
We
compete with several large, well-financed recyclers of scrap metal, steel mills which own their own scrap metal processing operations,
and with smaller metal recycling companies. Demand for metal products is sensitive to global economic conditions, the relative value
of the U.S. dollar, and availability of material alternatives, including recycled metal substitutes. Prices for recycled metal are also
influenced by tariffs, quotas, and other import restrictions, and by licensing and government requirements.
We
aim to create a competitive advantage through our ability to process significant volumes of metal products and utilize the technology
solutions, our use of processing and separation equipment, the number and location of our facilities, and the operating synergies we
have been able to develop based on our experience.
Recent
Developments
Appointment
of Chelsea Pullano as Chief Financial Officer of the Company
Effective
as of February 5, 2026, the board of directors (“Board”) of the Company appointed Chelsea Pullano as Chief Financial
Officer of the Company. In connection with Ms. Pullano’s appointment, Danny Meeks resigned as the interim Chief Financial
Officer of the Company. Ms. Pullano’s appointment is in connection with the Company’s entry into the scope of work
agreement (the “CFO Agreement”) with MACK Financial Solutions, LLC (“MACK”), dated January 2, 2026, pursuant
to which MACK agreed to provide professional services to the Company, including oversight of all bookkeeping, financial reporting
and U.S. Securities and Exchange Commission (the “SEC”) reporting duties of the Company (collectively, the “MACK
Services”) and Ms. Pullano serving as the part-time Chief Financial Officer of the Company, subject to her appointment by the
Board. As CFO, Ms. Pullano provides strategic financial oversight and executive-level support to the Company, including review and
certification of SEC filings, financial reporting coordination with auditors, legal counsel, and other outsourced accounting
professionals, and other responsibilities customarily performed by a CFO of a public company (collectively, the “CFO
Services” and together with the MACK Services, the “Services”).
In
consideration of the Services to be performed, the Company pays MACK $7,500 per month for the CFO Services and an aggregate of $12,500
per month for the MACK Services. Additionally, Ms. Pullano is entitled to the same indemnification, advancement of expenses, and
other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO
Agreement may be terminated by either the Company or MACK upon thirty days’ notice. The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by
reference to the CFO Agreement, a copy of which is attached as Exhibit 10.34 to this Annual Report on Form 10-K and is incorporated herein
by reference.
Nasdaq
Filing Rule Deficiencies
On
May 23, 2025, the Company received a staff determination letter from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that it had not filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1
10-Q”) and therefore was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Company was advised that it had 60 calendar
days to submit a plan to regain compliance. If accepted, Nasdaq may grant an exception of up to 180 calendar days from the original filing
due date — which would correspond to a compliance deadline of November 17, 2025. The Company intends to submit such plan but there
is no assurance the plan will be accepted or that the Company will achieve compliance within the timeframe.
On
August 22, 2025, the Company received an additional delinquency notification letter from Nasdaq because the Company had failed to file
its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (“Q2 10-Q”), together with the previously delayed Q1
10-Q. The notice states that the Company must submit an updated plan to Nasdaq by September 8, 2025 to regain compliance with Listing
Rule 5250(c)(1). On September 5, 2025, the Company submitted its revised plan to Nasdaq to regain compliance, and Nasdaq accepted its
plan to evidence compliance by 180 calendar days from the due date of the Q1 Form 10-Q, or until November 17, 2025.
On
November 18, 2025, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s failure
to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Q3 10-Q”). The letter
further stated that upon further review, the Company did not meet the terms of the previous exception granted to the Company and that
trading of the Company’s common stock would be suspended at the opening of business on November 28, 2025 and the Company’s
securities would be subsequently delisted from Nasdaq unless the Company requested a hearing to appeal Nasdaq’s determination by
November 25, 2025. On November 18, 2025, the Company filed the Q1 10-Q with the SEC. On November 21, 2025, the Company formally requested
a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the November 18, 2025 determination (the “Hearing”).
The Hearing was held on January 13, 2026. On January 27, 2026, the Panel notified the Company that it granted the Company’s request
for continued listing subject to the Company filing the Q2 Form 10-Q on or before February 6, 2026 and filing the Q3 Form 10-Q on or
before March 6, 2026. On February 5, 2026, the Company filed the Q2 10-Q with the SEC. On March 6, 2026 the Company filed the Q3 10-Q with the SEC. On March 19, 2026, the Company received formal notice
from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the above matter has been closed.
On April 20, 2026, the Company received a letter from
the Listing Qualifications Department of Nasdaq notifying the Company that because it has not yet filed its Annual Report on Form 10-K
for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the SEC, Nasdaq has determined that the Company no
longer complies with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (“Listing Rule 5250(c)(1)”).
The Staff informed the Company that is has 60 calendar
days to submit a plan to regain compliance with Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance,
then it may grant the Company an exception of up to 180 calendar days from the 2025 Form 10-K’s due date, or until October 12, 2026,
to regain compliance.
On May 21, 2026, the Company received
an additional delinquency notification letter from Nasdaq due to the Company’s failure to timely file its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2026. The Staff informed the Company that is has until June 22, 2026 to submit a plan to
regain compliance with the Nasdaq Listing Rule 5250(c)(1). If the Staff accepts the Company’s plan to regain compliance, then it
may grant the Company an exception of up to 180 calendar days from the Annual Report’s due date, or until October 12, 2026, to
evidence compliance with the Rule.
Resolution
of Minimum 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 had 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 was 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).
On August 13, 2025, the Company’s shareholders approved at its 2025 annual meeting a proposal granting the Board discretionary
authority to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which
the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2
up to 1-for-150. On August 20, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the
Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common
stock, par value $0.001 per share, in the ratio of 1-for-110 (the “Reverse Stock Split”), which was effective at 5:00 p.m.,
eastern time, on August 22, 2025. The common stock began trading on a split-adjusted basis at the market open on Monday, August 25, 2025.
On September 9, 2025, the Company received formal notice from the staff of the Listing Qualifications Department of Nasdaq that the Company
had regained compliance with the Minimum Bid Price Requirement. As a result, listing matter was
closed.
Intellectual
Property
None.
Employees
and Human Capital Resources
Greenwave
employs 172 people as of June 12, 2026.
We
view our diverse employee population and our culture as key to our success. Our company culture prioritizes learning, supports growth
and empowers us to reach new heights. We recruit employees with the skills and training relevant to succeed and thrive in their functional
responsibilities. We assess the likelihood that a particular candidate will contribute to the Company’s overall goals, and beyond
their specifically assigned tasks. Depending on the position, our recruitment reach can be local as well as national. We provide competitive
compensation and best in class benefits that are tailored specifically to the needs and requests of our employees. As appropriate, employees
are provided the option of working remotely or at our facilities with appropriate safeguards. We uphold our commitment to stockholders
by working hard and being thoughtful and deliberate in how we use resources.
Available
Information
We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the SEC. Our
filings with the SEC are available free of charge on the SEC’s website at www.sec.gov and on our website at www.gwav.com
under the “Filings” tab as soon as reasonably practicable after we electronically file such material with, or furnish it
to, the SEC.
ITEM
1A. RISK FACTORS
An
investment in our securities involves a high degree of risk. This Annual Report on Form 10-K contains the risks applicable to an investment
in our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown
risks might cause you to lose all or part of your investment in the offered securities.
Risk
Factors Summary
Risks
Relating to Our Business and Industry
● Climate change may adversely impact our facilities and our ongoing operations.
● We may need to obtain additional financing to fund our operations.
Risks
Relating to Government Laws and Regulations
● We may not realize our deferred tax assets in the future.
Risks
Relating to Intellectual Property
Risks
Related to our Common Stock
● You could lose some or all of your investment.
Risks
Relating to Our Business and Industry
We
operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our
operating results, financial condition and cash flows.
Demand
for most of our products is cyclical in nature and sensitive to general economic conditions. The timing and magnitude of the cycles in
the industries in which our products are used, including global steel manufacturing and nonresidential and infrastructure construction
in the U.S., are difficult to predict. The cyclical nature of our operations tends to reflect and be amplified by changes in economic
conditions, both domestically and internationally, and foreign currency exchange fluctuations. Economic downturns or a prolonged period
of slow growth in the U.S. and foreign markets or any of the industries in which we operate could have a material adverse effect on our
results of operations, financial condition and cash flows.
Changing
conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may
adversely affect our operating results, financial condition and cash flows.
A
significant portion of the metal we process is sold to end customers located outside the U.S., including countries in Asia, the Mediterranean
region and North, Central and South America. Our ability to sell our products profitably, or at all, is subject to a number of risks
including adverse impacts of political, economic, military, terrorist or major pandemic events; labor and social issues; legal and regulatory
requirements or limitations imposed by foreign governments including quotas, tariffs or other protectionist trade barriers, sanctions,
adverse tax law changes, nationalization, currency restrictions, or import restrictions for certain types of products we export; and
disruptions or delays in shipments caused by customs compliance or other actions of government agencies. The occurrence of such events
and conditions may adversely affect our operating results, financial condition and cash flows.
For
example, in fiscal 2017, regulators in China began implementing the National Sword Initiative involving inspections of Chinese industrial
enterprises, including recyclers, in order to identify rules violations with respect to discharge of pollutants or illegally transferred
scrap imports. Restrictions resulting from the National Sword Initiative include a ban on certain imported recycled products, lower contamination
limits for permitted recycled materials, and more comprehensive pre- and post-shipment inspection requirements. Disruptions in pre-inspection
certifications and stringent inspection procedures at certain Chinese destination ports have limited access to these destinations and
resulted in the renegotiation or cancellation of certain nonferrous customer contracts in connection with the redirection of such shipments
to alternate destinations. Commencing July 1, 2019, China imposed further restrictions in the form of import license requirements and
quotas on certain scrap products, including certain nonferrous products we sell. Chinese import licenses and quotas are issued to Chinese
scrap consumers on a quarterly basis for the importation of scrap products. Since the implementation of this program, the size of import
quotas has been steadily reduced on a quarter-over-quarter basis. We have continued to sell our recycled metal products into China; however,
additional or modified license requirements and quotas, as well as additional product quality requirements, may be issued in the future.
We believe that the potential impact on our recycling operations of the Chinese regulatory actions described above could include requirements
that would necessitate additional processing and packaging of certain nonferrous recycled scrap metal products, increased inspection
and certification activities with respect to exports to China, or a change in the use of our sales channels in the event of delays in
the issuance of licenses, restrictive quotas or an outright ban on certain or all of our recycled metals products by China. As regulatory
developments progress, we may need to make further investments in nonferrous processing equipment beyond existing planned investments
where economically justified, incur additional costs in order to comply with new inspection requirements, or seek alternative markets
for the impacted products, which may result in lower sales prices or higher costs and may adversely impact our business or results of
operations.
In
March 2018, the U.S. imposed a 25% tariff on certain imported steel products and a 10% tariff on certain imported aluminum products under
Section 232 of the Trade Expansion Act of 1962. In March 2025, the U.S. raised tariffs on all imported steel and aluminum products to
25% without exception or exclusion. These new tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain
affected countries, and other foreign governments have initiated or are considering imposing trade measures on other U.S. goods. For
example, China has imposed a series of retaliatory tariffs on certain U.S. products, including a 25% tariff on all grades of U.S. scrap
and an additional 25% on U.S. aluminum scrap. These tariffs and other trade actions could result in a decrease in international steel
demand beyond that already experienced and further negatively impact demand for our products, which would adversely impact our business.
Given the uncertainty regarding the scope and duration of these trade actions by the U.S. or other countries, the impact of the trade
actions on our operations or results remains uncertain, but this impact could be material.
Changes
in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.
Our
businesses require certain materials that are sourced from third party suppliers. Industry supply conditions generally involve risks,
including the possibility of shortages of raw materials, increases in raw material and other input costs, and reduced control over delivery
schedules. We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have
no obligation to sell scrap metal to us. In periods of declining or lower scrap metal prices suppliers may elect to hold scrap metal
to wait for higher prices or intentionally slow their metal collection activities, tightening supply. If a substantial number of suppliers
cease selling scrap metal to us, we will be unable to recycle metal at desired levels, and our results of operations and financial condition
could be materially adversely affected. For instance, in the second quarter of fiscal 2020 a lower price environment for recycled metals
in combination with economic and other restrictions on suppliers relating to COVID-19 severely constricted the supply of scrap metal
including end-of-life vehicles, which resulted in significantly reduced processed volumes. A slowdown of industrial production in the
U.S. may also reduce the supply of industrial grades of metal to the metals recycling industry, resulting in less recyclable metal available
to process and market. Increased competition for domestic scrap metal, including as a result of overcapacity in the scrap recycling industry
in the U.S. and Canada, may also reduce the supply of scrap metal available to us. Failure to obtain a steady supply of scrap material
could both adversely impact our ability to meet sales commitments and reduce our operating margins. Failure to obtain an adequate supply
of end-of-life vehicles could adversely impact our ability to attract customers and charge admission fees and reduce our parts sales.
Failure to obtain raw materials and other inputs to steel production such as graphite electrodes, alloys and other required consumables,
could adversely impact our ability to make steel to the specifications of our customers.
Significant
decreases in scrap metal prices may adversely impact our operating results.
The
timing and magnitude of the cycles in the industries in which we operate are difficult to predict and are influenced by different economic
conditions in the domestic market, where we typically acquire our raw materials, and foreign markets, where we typically sell the majority
of our products. Purchase prices for scrap metal including end-of-life vehicles and selling prices for recycled scrap metal are subject
to market forces beyond our control. While we attempt to respond to changing recycled scrap metal selling prices through adjustments
to our metal purchase prices, our ability to do so is limited by competitive and other market factors. As a result, we may not be able
to reduce our metal purchase prices to fully offset a sharp reduction in recycled scrap metal sales prices, which may adversely impact
our operating income and cash flows. In addition, a rapid decrease in selling prices may compress our operating margins due to the impact
of average inventory cost accounting, which causes cost of goods sold recognized in the Consolidated Statements of Operations to decrease
at a slower rate than metal purchase prices.
Imbalances
in supply and demand conditions in the global steel industry may reduce demand for our products.
Economic
expansions and contractions in global economies can result in supply and demand imbalances in the global steel industry that can significantly
affect the price of commodities used and sold by our business, as well as the price of and demand for finished steel products. In a number
of foreign countries, such as China, steel producers are generally government-owned and may therefore make production decisions based
on political or other factors that do not reflect free market conditions. In the past, overcapacity and excess steel production in these
foreign countries resulted in the export of aggressively priced semi-finished and finished steel products. This led to disruptions in
steel-making operations within other countries, negatively impacting demand for our recycled scrap metal. Existing or new trade laws
and regulations may cause or be inadequate to prevent disadvantageous trade practices, which could have a material adverse effect on
our financial condition and results of operations. Although trade regulations restrict or impose duties on the importation of certain
products, if foreign steel production significantly exceeds consumption in those countries, global demand for our recycled scrap metal
products could decline and imports of steel products into the U.S. could increase, resulting in lower volumes and selling prices for
our recycled metal products and finished steel products.
Impairment
of long-lived assets and equity investments may adversely affect our operating results.
Our
long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying
value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the
asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results
of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends,
or an increase in interest rates, among other factors. If, as a result of the impairment test, we determine that the fair value of any
of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse
effect on our financial condition and results of operations.
Increases
in the value of the U.S. dollar relative to other currencies may reduce the demand for our products.
A
significant portion of our recycled scrap metal revenues is generated from sales to foreign customers, which are denominated in U.S.
dollars, including customers located in Asia, the Mediterranean region and North, Central and South America. A strengthening U.S. dollar,
as experienced during recent years including fiscal 2020, makes our products more expensive for non-U.S. customers, which may negatively
impact export sales. A strengthening U.S. dollar also makes imported metal products less expensive, which may result in an increase in
imports of steel products into the U.S. As a result, our finished steel products, which are made in the U.S., may become more expensive
for our U.S. customers relative to imported steel products thereby reducing demand for our products.
Equipment
upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.
Our
business operations and recycling and manufacturing processes depend on critical pieces of equipment, including information technology
equipment, shredders, nonferrous sorting technology, furnaces and a rolling mill, which may be out of service occasionally for scheduled
upgrades or maintenance or as a result of unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic
loss due to unanticipated events such as fires, earthquakes, accidents or violent weather conditions. Interruptions in our processing
and production capabilities and shutdowns resulting from unanticipated events could have a material adverse effect on our financial condition,
results of operations and cash flows.
We
are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations
and liquidity.
We
spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards.
Notwithstanding this, we are subject to a variety of legal proceedings and compliance risks in respect of various matters, including
regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade
and governmental matters that arise in the course of our business and in our industry. An outcome in an unusual or significant legal
proceeding or compliance investigation in excess of insurance recoveries could adversely affect our financial condition and results of
operations. For information regarding our current significant legal proceedings and contingencies, see “Legal Proceedings”
in Part I, Item 3 and “Contingencies – Other” within Note 11 – Commitments and Contingencies in the notes to
the financial statements.
Climate
change may adversely impact our facilities and our ongoing operations.
The
potential physical impacts of climate change on our operations are highly uncertain and depend upon the unique geographic and environmental
factors present, for example rising sea levels at deep water port facilities, changing storm patterns and intensities, and changing temperature
levels. As many of our recycling facilities are located near deep water ports, rising sea levels may disrupt our ability to receive scrap
metal, process the scrap metal through our shredders and ship products to our customers. Extreme weather events and conditions, such
as hurricanes, thunderstorms, tornadoes, wildfires and snow or ice storms, may increase our costs or cause damage to our facilities,
and any damage resulting from extreme weather may not be fully insured. Increased frequency and duration of adverse weather events and
conditions may also inhibit construction activity utilizing our products, scrap metal inflows to our recycling facilities, and retail
admissions and parts sales at our auto parts stores. Potential adverse impacts from climate change, including rising temperatures and
extreme weather events and conditions, may create health and safety issues for employees operating at our facilities and may lead to
an inability to maintain standard operating hours.
Catastrophic
events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation,
client and consumer dissatisfaction, and other business or financial losses.
Our
operations depend, in part, on our ability to protect our facilities against damage or interruption from natural disasters, power or
telecommunications failures, criminal acts and similar events. Despite precautions taken at our facilities, the occurrence of a natural
disaster, an act of terrorism, vandalism or sabotage, spikes in usage volume or other unanticipated problems at a facility could result
in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business
could be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses
that we may incur. These factors in turn could further reduce revenue, subject us to liability and lead to decreased usage of our platform
and decrease sales of our advertising placements, any of which could harm our business.
We
depend on a small number of suppliers for the materials necessary to run our business. The loss of these suppliers, or their failure
to supply us with these materials, would materially and adversely affect our business.
We
depend on the availability of key materials for our business from a small number of third-party suppliers. Because there are a limited
number of suppliers for these materials, we may need to engage alternate suppliers to prevent a possible disruption. We do not have any
control over the availability of materials. If we or our manufacturers are unable to purchase these materials on acceptable terms, at
sufficient quality levels, or in adequate quantities, if at all, the successful operation of our business would be delayed or there would
be a shortage in supply, which would impair our ability to generate revenues from our business.
We
have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024
revenues.
The Company has a concentration of customers. For the fiscal year ended December 31, 2025, two large customers individually
accounted for $12,073,690 and $5,482,886, or approximately 25.88% and 11.75% of our revenues, respectively. For the fiscal year ended
December 31, 2024, two large customers individually accounted for $18,654,928 and $1,683,325, or approximately 55.99% and 5.05% of our
revenues, respectively.
There
are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible
for us to predict the future level of demand for our services that will be generated by this customer or the future demand for the products
and services of this customer in the end-user marketplace. In addition, revenues from larger customers, especially our largest customer
may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions
or other facts, some of which may be outside of our control. Further, some of our contracts with larger customers permit them to terminate
our relationship at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed
sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services which
could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations
and/or trading price of our common stock. If our largest customer terminates our services, such termination would negatively affect our
revenues and results of operations and/or trading price of our common stock.
We
have a limited history upon which an evaluation of our prospects and future performance can be made and have no history of profitable
operations.
We
were incorporated in April 2013 and have a limited operating history and our business is subject to all of the risks inherent in the
establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with development and expansion of a new business enterprise. We may sustain
losses in the future as we implement our business plan. There can be no assurance that we will operate profitably.
We
are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.
If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience
increases in our compensation costs, our business may materially suffer.
We
are highly dependent on our management team, specifically our Chief Executive Officer, Danny Meeks. While we have an employment agreement
with Danny Meeks, such employment agreement permits Mr. Meeks to terminate such agreement upon notice. If we lose key employees, our
business may suffer. Furthermore, our future success will also depend in part on the continued service of our key management personnel
and our ability to identify, hire, and retain additional personnel. We carry “key-man” life insurance on the life of our
executive officer. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary
for the development of our business. Because of this competition, our compensation costs may increase significantly.
We
may need to obtain additional financing to fund our operations.
We
may need additional capital in the future to continue to execute our business plan. Therefore, we may be dependent upon additional capital
in the form of either debt or equity to continue our operations. At the present time, we do not have arrangements to raise additional
capital, and we may need to identify potential investors and negotiate appropriate arrangements with them. We may not be able to arrange
enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot
obtain the needed capital, we may not be able to become profitable and may have to curtail or cease our operations. Additional equity
financing, if available, may be dilutive to the holders of our capital stock. Debt financing may involve significant cash payment obligations,
covenants and financial ratios that may restrict our ability to operate and grow our business.
Our
independent registered accounting firm has expressed concerns about our ability to continue as a going concern.
The
report of our independent registered accounting firm expresses concern about our ability to continue as a going concern based on our
historical losses from operations and the potential need for additional financing to fund our operations. It is not possible at this
time for us to predict with assurance the potential success of our business. If we cannot continue as a viable entity, we may be unable
to continue our operations and you may lose some or all of your investment in our securities.
In
the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our
financial condition.
As
reported in Item 9A of this Annual Report on Form 10-K, our management concluded that our internal control over financial reporting was
not effective as of December 31, 2025 and 2024 due to material weaknesses regarding our controls and procedures. The Company did not
have sufficient segregation of duties to support its internal control over financial reporting. Due to our small size and limited resources,
segregation of all conflicting duties has not always been possible and may not be economically feasible in the near term; however, we
do expect to hire additional accounting personnel in the near future. We have and do endeavor to take appropriate and reasonable steps
to make improvements to remediate these deficiencies. If we have continued material weaknesses in our internal financial reporting, our
financial condition could be impaired or we may have to restate our financials, which could cause us to expend additional funds that
would have a material impact on our ability to generate profits and on the success of our business.
Risks
Relating to Government Laws and Regulations
Tax
increases and changes in tax rules may adversely affect our financial results.
As
a company conducting business on a global basis with physical operations throughout North America, we are exposed, both directly and
indirectly, to the effects of changes in U.S., state, local and foreign tax rules. Taxes for financial reporting purposes and cash tax
liabilities in the future may be adversely affected by changes in such tax rules. In many cases, such changes put us at a competitive