NASDAQ: GWAV

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.

1

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.

2

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.

3

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.

4

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.