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GWAV on Nasdaq

Greenwave Technology Solutions, Inc.

Greenwave Technology Solutions, Inc. is an American Wholesale-Metals Service Centers and of fices company.1 It is headquartered in Chesapeake, Virginia.1 Its shares trade on Nasdaq under the symbol GWAV.1

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Last updated Oct 21, 2026.

Overview

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  • TickerGWAV on Nasdaq1
  • IndustryWholesale-Metals Service Centers & of fices1
  • HeadquartersChesapeake, Virginia1
  • Incorporated inDE2
  • Business address4016 Raintree Rd,, Ste 300, Chesapeake, Va 233212
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

25.4%Gross margin3
-42.5%Operating margin3
-46.3%Net margin3
40.1%Revenue growth, 20253
-83.3%Return on equity3
0.23×Debt to equity3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Scrap Metal Recycling brought in 70% of the revenue Greenwave Technology Solutions, Inc. broke down this way in fiscal 2025.

  1. Scrap Metal Recycling$32.9M370%up 41% from 2024
  2. Hauling$13.7M329%up 39% from 2024
  3. Other$76.3K30%down 45% from 2024
Products and services by year
Products and services20242025
Scrap Metal Recycling$23.3M$32.9M
Hauling$9.9M$13.7M
Other$137.8K$76.3K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue75¢$34.8M
  • Other costs25¢$11.9M

Out of $46.7M in revenue.3 The company lost money this year.

Financial statements

Revenue456783$46.7M in 2025+196754% since 2019
0$20.0M$40.0M$60.0M2019: $23.7K$23.7K20192020: $7.0K$7.0K2020−71%2021: $8.1M$8.1M2021+116184%2022: $34.0M$34.0M2022+320%2023: $35.7M$35.7M2023+5%2024: $33.3M$33.3M2024−7%2025: $46.7M$46.7M2025+40%
Gross profit56783$11.9M in 2025+208902% since 2020
0$5.0M$10.0M$15.0M2020: $5.7K$5.7K20202021: $2.9M$2.9M2021+50235%2022: $12.4M$12.4M2022+335%2023: $14.5M$14.5M2023+16%2024: $13.0M$13.0M2024−10%2025: $11.9M$11.9M2025−9%
Operating income456783-$19.8M in 2025+475% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$3.4M-$3.4M20192020: -$1.2M-$1.2M2020−66%2021: -$2.9M-$2.9M2021+152%2022: -$10.9M-$10.9M2022+272%2023: -$19.5M-$19.5M2023+79%2024: -$34.3M-$34.3M2024+76%2025: -$19.8M-$19.8M2025−42%
Net income456783-$21.6M in 2025−37% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$34.3M-$34.3M20192020: -$14.7M-$14.7M2020−57%2021: -$1.6M-$1.6M2021−89%2022: -$35.0M-$35.0M2022+2047%2023: -$26.9M-$26.9M2023−23%2024: -$23.9M-$23.9M2024−11%2025: -$21.6M-$21.6M2025−10%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Revenues$46.7M$33.3M
Cost of Revenues$34.8M$20.3M
Gross Profit$11.9M$13.0M
Advertising$173.4K$53.1K
Payroll and related expense$11.3M$8.2M
Rent, utilities and property maintenance$1.0M$2.7M
Hauling and equipment maintenance$5.2M$5.3M
Depreciation and amortization expense$8.7M$7.3M
Impairment of tangible assets$439.1K
Stock Compensation for Services$100.0K
Consulting, accounting and legal$1.8M$3.2M
Warrants issued for services$3.0M
Stock compensation$823.5K
Other general and administrative expenses$3.6M$3.9M
Total Operating Expenses$31.7M$47.3M
Loss From Operations-$19.8M-$34.3M
Interest expense and amortization of debt discount-$2.8M-$5.4M
Shares issued for financing-$52.2K
Other expense-$15.2K
Other income$27.0K
Other income - related party$56.1K
Change in fair value of derivative liabilities$48.3M
Fain (loss) on extinguishment of debt$980.8K-$16.4M
Equity issued for warrant inducement-$3.0M
Loss on conversion of convertible notes-$14.2M
Gain on settlement of non-convertible notes payable, accrued interest, and advances$1.1M
Total Other Income (Expense)-$1.8M$10.3M
Net Loss Before Income Taxes-$21.6M-$23.9M
Net Loss-$21.6M-$23.9M
Deemed dividend for the reduction of exercise price of warrants-$3.0M-$52.6M
Deemed dividend for the reduction of the conversion price of a debt note-$24.0M
Net Loss Available to Common Stockholders-$24.6M-$100.4M
Basic-$41.25-$932.14
Diluted-$41.21-$601.70
Basic596.4K shares107.8K shares
Diluted596.4K shares107.8K shares

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Corporate structure

Greenwave Technology Solutions, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Greenwave Technology Solutions, Inc.

  • Gregory Castaldo Filed SCHEDULE 13G/A on Greenwave Technology Solutions, Inc., latest Feb 13, 2026
  • Joseph Reda Filed SCHEDULE 13G/A on Greenwave Technology Solutions, Inc., latest Feb 13, 2026 (7 filings since Mar 25, 2024)
  • Anson Funds Management LP Filed SCHEDULE 13G/A on Greenwave Technology Solutions, Inc., latest Aug 14, 2025 (4 filings since Feb 14, 2024)
  • SEG Opportunity Fund, LLC Filed SCHEDULE 13G/A on Greenwave Technology Solutions, Inc., latest Feb 13, 2025 (2 filings since Dec 5, 2024)
  • 3i, LP Filed SC 13G/A on Greenwave Technology Solutions, Inc., latest Nov 14, 2024 (2 filings since Jun 14, 2024)
  • Arena Investors Filed SC 13G/A on Greenwave Technology Solutions, Inc., latest Nov 14, 2024 (4 filings since Aug 19, 2022)
  • Todd Thane Kennedy Filed SCHEDULE 13G on Greenwave Technology Solutions, Inc., latest Jan 31, 2024
  • Hudson Bay Capital Management LP Filed SC 13G/A on Greenwave Technology Solutions, Inc., latest Feb 9, 2023 (2 filings since Feb 3, 2022)
  • Danny Meeks Filed SC 13D on Greenwave Technology Solutions, Inc., latest Feb 15, 2022
  • Cavalry Fund I LP Filed SC 13G/A on Greenwave Technology Solutions, Inc., latest Feb 4, 2022
  • Greenwave Technology Solutions, Inc. Chesapeake, Virginia

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Greenwave Technology Solutions, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$47.8M3 Dec 31, 2025$45.4M3 Dec 31, 2024+5.3%
Accumulated depreciation$12.0M3 Dec 31, 2025$8.0M3 Dec 31, 2024+50.0%
Property and equipment, net$35.8M3 Dec 31, 2025$37.4M3 Dec 31, 2024−4.2%
Operating-lease assets (leased space)$495.5K3 Dec 31, 2025$1.0M3 Dec 31, 2024−52.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$14.0M3 Dec 31, 2025$16.9M3 Dec 31, 2024−17.5%
Accumulated amortization$12.6M3 Dec 31, 2025$9.6M3 Dec 31, 2024+30.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.2M3 Dec 31, 2025$2.9M3 Dec 31, 2024−22.5%

Properties, in its own words

We own the property underlying our scrap yards located at:

● · 4091 Portsmouth Blvd., Portsmouth, VA 23701

The rest of Item 2

● · 22097 Brewers Neck Blvd., Carrollton, VA 23314

● · 1576 Millpond Rd., Elizabeth City, NC 27909

● · 8952 Richmond Rd., Toano, VA 23168

● · 9922 Hwy 17 S., Vanceboro, NC 28586

● · 1040 Oceana Blvd, Virginia Beach, VA 23454

● · 406 Sandy Street, Fairmont, NC 28340

Further, we own properties located at 278 and 276 Suburban Drive, Suffolk, VA 23434 and 4087, 4089, 4091, 4103, 4105 and 4117 Portsmouth Blvd, Portsmouth, VA 23701.

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

On January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements by May 1, 2022 (“Commencement Date”). Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately 3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot sublease any of the office space under the lease agreement.

On March 15, 2024, the Company entered into leasing agreements for a scrap yard located in Cleveland, Ohio. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $23,000 from March 1, 2026 to February 28, 2027; $23,000 from March 1, 2027 to February 28, 2028; and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. The lease is for a period of five years, includes two options to extend for five years each, and the Company was required to make a security deposit of $17,000.

In May 2025, the Company entered into an amendment to the lease agreement that modified the rent payment schedule and added site clean-up and waste management obligations. Under the amended terms, rent was $23,000 for May 2025, $17,000 per month from June 1, 2025 through December 31, 2025, $18,500 per month from January 1, 2026 through December 31, 2026, and $20,000 per month from January 1, 2027 through February 28, 2028. The Company remains responsible for payment of property taxes related to the premises. All other material terms of the lease remain unchanged.

We believe that our facilities are adequate for our current needs and that, if required, we will be able to expand our current space or locate suitable new office space and obtain a suitable replacement for our executive and administrative headquarters.

Item 2 of the 10-K filed Jun 15, 2026.12

Leadership

Who has led Greenwave Technology Solutions, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Isaac Dietrich2014–2024
  2. Scott C. Kveton2017–2018
  3. Danny Meeks2021–now

Chief financial officer

  1. Jesus Quintero2015–2018
  2. George R. Pullar2017
  3. Howard Jordan2022
  4. Ashley Elizabeth Sickles2022
  5. Isaac Dietrich2023

Chief operating officer

  1. Daniel Charles Hunt2015–2016
201520202025
Board members and other officers (22)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • CFOChelsea Pullano named Sep 24, 202640
  • DirectorJohn Wood named Aug 14, 2023 to Jun 21, 202441

Former names

  • MassRoots, Inc.Oct 18, 2013 to Dec 7, 20212

Timeline

  1. Sep 11, 20268-K Unregistered sale of shares; Bylaws or fiscal year changed; Other events42
  2. Sep 8, 20268-K Entered a material agreement; Unregistered sale of shares43
  3. Aug 27, 20268-K Entered a material agreement; Unregistered sale of shares44
  4. May 27, 20268-K Listing notice or transfer; Regulation FD disclosure45
  5. Apr 22, 20268-K Listing notice or transfer; Regulation FD disclosure46
  6. Feb 10, 20268-K Executive or director change; Regulation FD disclosure47
  7. Nov 24, 20258-K Other events48
  8. Nov 20, 20258-K Listing notice or transfer; Regulation FD disclosure49
  9. Sep 10, 20258-K Other events50
  10. Aug 26, 20258-K Listing notice or transfer; Regulation FD disclosure51
  11. Aug 25, 20258-K Bylaws or fiscal year changed; Other events52
  12. Aug 14, 20258-K Shareholder vote53
  13. Oct 20, 2021New chief executive Danny Meeks becomes CEO13
  14. Oct 23, 2017New chief executive Scott C. Kveton becomes CEO14
  15. Oct 15, 2014New chief executive Isaac Dietrich becomes CEO15

Filings

225 filings to the SEC since October 2021: 8 annual reports, 16 quarterly reports, 66 major events, 31 insider forms, 25 large holders, 7 private raises, 72 other. The latest 20:

  1. Sep 29, 2026424B3 EDGAR
  2. Sep 28, 2026EFFECT EDGAR
  3. Sep 24, 2026D EDGAR
  4. Sep 21, 2026DEL AM EDGAR
  5. Sep 18, 2026S-1 EDGAR
  6. Sep 11, 20268-K EDGAR
  7. Sep 9, 20264 EDGAR
  8. Sep 8, 20268-K EDGAR
  9. Aug 27, 20268-K EDGAR
  10. Aug 18, 202610-Q EDGAR
  11. Aug 14, 2026NT 10-Q EDGAR
  12. Jul 29, 202610-Q EDGAR
  13. Jun 15, 202610-K EDGAR
  14. May 27, 20268-K EDGAR
  15. May 15, 2026NT 10-Q EDGAR
  16. Apr 22, 20268-K EDGAR
  17. Mar 31, 2026NT 10-K EDGAR
  18. Mar 6, 202610-Q EDGAR
  19. Feb 13, 2026SCHEDULE 13G/A EDGAR
  20. Feb 13, 2026SCHEDULE 13G/A EDGAR

The 225 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

11 open-market trades by officers, directors and large owners since October 2021: 10 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 27, 2026Meeks DannyChief Executive OfficerBuy2,152,853$3.72$8.0MForm 4
Feb 28, 2025ADELMAN JASON TDirectorSale100,000$0.25$25.0KForm 4
Dec 4, 2024ADELMAN JASON TDirectorBuy100,000$0.66$66.0KForm 4
Dec 4, 2024SICIGNANO HENRY IIIDirectorBuy100,000$0.66$66.0KForm 4
Dec 4, 2024Meeks DannyChief Executive OfficerBuy377,002$0.66$248.8KForm 4
Nov 23, 2022Meeks DannyChief Executive OfficerBuy100$1.30$130Form 4
Nov 21, 2022Meeks DannyChief Executive OfficerBuy900$1.42$1.3KForm 4
Nov 21, 2022Meeks DannyChief Executive OfficerBuy6,850$1.30$8.9KForm 4
Nov 18, 2022Meeks DannyChief Executive OfficerBuy26,175$1.04$27.3KForm 4
Aug 18, 2022Plumlee John BryanDirectorBuy1,000$3.28$3.3KForm 4
Aug 15, 2022Plumlee John BryanDirectorBuy1,000$3.54$3.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Danny Meeks,52$28.9K$500.0K64
2024Isaac Dietrich,$64.6K$387.7K64
2023Chief Executive Officer$500.0K$750.0K64
2023Former Chief Financial Officer$45.2K64

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$99.2M 2023–2026
Money received by yearMoney received by year, 2023–2026: $99.2M in all. Private raises (Form D) $99.2M.$0$25M$50M$75M$100M2023 · Private raises (Form D): $15.0M20232024 · Private raises (Form D): $80.5M202420252026 · Private raises (Form D): $3.8M2026
Figures by year
YearPrivate raises (Form D)Total
2026$3.8M$3.8M
2024$80.5M$80.5M
2023$15.0M$15.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Sep 7, 2026Raised $3.8 million in a private offering of equity40 Form D: 5 investors so far Form D
  2. Jun 12, 2024Raised $15.3 million in a private offering of equity41 Form D: 13 investors so far Form D
  3. May 20, 2024Raised $43 million in a private offering of securities65 Form D: 21 investors so far Form D
  4. Apr 24, 2024Raised $7.2 million in a private offering of equity66 Form D: 1 investor so far Form D
  5. Apr 24, 2024Raised $14.9 million in a private offering of securities67 Form D: 18 investors so far Form D
  6. Jul 31, 2023Raised $15 million in a private offering of debt68 Form D: 31 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
UBS Group AG10,646$31.5K0.0%−2,017
Vanguard Capital Management LLC3,045$9.0K0.0%No change
Tower Research Capital LLC (TRC)863$2.6K0.0%+641
Morgan Stanley72$2130.0%No change
Osaic Holdings, Inc.9$260.0%No change
Wells Fargo & Company/mn2$60.0%No change
Caitong International Asset Management Co., Ltd1$30.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Greenwave Technology Solutions, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGreenwave Technology Solutions, Inc.1
  • CIK0001589149
  • Employer ID (EIN)46-261294412
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company12
  • Incorporated inDelaware12
  • Fiscal year endsDecember 311
  • Industry code (SIC)5051 Wholesale-Metals Service Centers & of fices1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address4016 Raintree Rd,, Ste 300, Chesapeake, VA 233211
  • Phone(800) 490-50201
  • Shares outstanding829,631 as of Aug 18, 202610
  • Public float$11.3M as of Jun 30, 202512
  • AuditorRBSM LLP, New York, NY PCAOB ID 587; no auditor attestation of internal control over financial reporting12
  • On EDGAR sinceOct 18, 20131
  • Filings550 in all: 8-K (157), 4 (57), 10-Q (36), 3 (30), NT 10-Q (23), CORRESP (20), D (19), S-1/A (19)1
    All 47 form types

    SC 13G (17), UPLOAD (17), SC 13G/A (14), 10-K (12), EFFECT (11), 8-K/A (10), 424B3 (9), DEF 14A (8), NT 10-K (8), PRE 14A (8), S-1 (7), 10-K/A (6), 424B5 (6), 4/A (4), 424B4 (4), DEF 14C (4), POS AM (4), S-3 (4), SCHEDULE 13G/A (4), 10-Q/A (3), 3/A (3), SCHEDULE 13G (3), 424B1 (2), AW (2), D/A (2), DEL AM (2), PRE 14C (2), SC 13D (2), 144 (1), 5 (1), 8-A12B (1), 8-A12G (1), CERT (1), DEFA14A (1), DRS (1), PREC14A (1), RW (1), S-3/A (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Jun 15, 2026
    Quarterly report (10-Q) Aug 18, 2026
    Proxy statement (DEF 14A) Jul 24, 2025
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001GWAVNasdaq

From the cover page of the 10-K filed Jun 15, 2026 (Section 12(b) of the Exchange Act).12

Risk factors and legal proceedings

The risks Greenwave Technology Solutions, Inc. names in Item 1A of its 10-K filed Jun 15, 2026: 40 risks under these headings, as written.12

  • Risks Relating to Our Business and Industry
  • Risks Relating to Government Laws and Regulations
  • Risks Relating to Intellectual Property
  • Risks Related to our Common Stock
  • 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.
  • 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.
  • Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.
  • Significant decreases in scrap metal prices may adversely impact our operating results.
  • Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products.
  • Impairment of long-lived assets and equity investments may adversely affect our operating results.
  • Increases in the value of the U.S. dollar relative to other currencies may reduce the demand for our products.
  • Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.
The other 32 risks
  • We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity.
  • Climate change may adversely impact our facilities and our ongoing operations.
  • 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.
  • 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 have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our 2025 and 2024 revenues.
  • 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 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 may need to obtain additional financing to fund our operations.
  • Our independent registered accounting firm has expressed concerns about our ability to continue as a going concern.
  • In the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our financial condition.
  • Tax increases and changes in tax rules may adversely affect our financial results.
  • We may not realize our deferred tax assets in the future.
  • Environmental compliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of operations.
  • Governmental agencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate.
  • Compliance with existing and future climate change and greenhouse gas emission laws and regulations may adversely impact our operating results.
  • We may not be able to protect our intellectual property rights throughout the world.
  • We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and the outcome might have an adverse effect on the success of our business.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.
  • Risks Relating to Ownership of our Common Stock
  • The market price of our common stock may be volatile and adversely affected by several factors.
  • If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
  • We are a “smaller reporting company” within the meaning of Rule 12b-2 of the Exchange Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors.
  • We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.
  • You could lose some or all of your investment.
  • Our management controls a large block of our common stock that will allow them to control us.
  • Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.
  • Provisions in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our common stock.
  • If securities or industry research analysts do not publish research or reports about our business, or if they issue an unfavorable or misleading opinion regarding our common stock, the market price and trading volume of our common stock could decline.
  • Future sales and issuances of our common stock or rights to purchase our common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
  • We have broad discretion in the use of the net proceeds from our public offerings and may not use them effectively.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • If we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted.
  • Due to the implementation of reverse stock splits, the liquidity of our common stock may be adversely effected.

Legal proceedings

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. We investigate these claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors. 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 related entities ("Arena") filed a lawsuit against the Company in New York State Court (Index No. 655660/2024) (the "Action"), arising from promissory notes previously issued to Arena and their conversion into the Company's common stock. The complaint alleges, among other things, breach of contract based on an alleged "equity conditions failure." Discovery in the Action is complete, and the Company expects the matter to be resolved through trial or settlement by the end of 2026. The Company believes it has meritorious defenses and intends to vigorously defend the Action. At this time the Company is unable to predict the outcome or to reasonably estimate the amount or range of any possible loss, and accordingly no liability has been recorded.

We are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.

The opening of Item 3, Legal Proceedings.12

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